Price Graph
Price
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These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2013
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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59-1995548
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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2200 Pennsylvania Ave. N.W., Suite 800W
Washington, D.C.
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20037-1701
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange On Which Registered
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Common Stock $.01 par value
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PAGE
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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delivering sales growth, excluding the impact of acquired businesses, in excess of the overall market growth for the types of products and services we provide;
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•
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upper quartile financial performance compared to our peer companies; and
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upper quartile cash flow generation from operations compared to our peer companies.
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2013
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2012
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2011
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Test & Measurement
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18
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%
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19
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%
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21
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%
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Environmental
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17
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%
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17
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%
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18
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%
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Life Sciences & Diagnostics
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36
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%
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35
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%
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29
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%
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Dental
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11
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%
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11
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%
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13
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%
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Industrial Technologies
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18
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%
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18
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%
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19
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%
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•
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Professional test tools.
Our instruments business designs, manufactures, and markets a variety of compact professional test tools, thermal imaging and calibration equipment for electrical, industrial, electronic and calibration applications. These test products measure voltage, current, resistance, power quality, frequency, pressure, temperature and air quality. Typical users of these products include electrical engineers, electricians, electronic technicians, medical technicians, and industrial maintenance professionals.
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•
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General purpose test instruments.
Our instruments business also offers general purpose test products and video test, measurement and monitoring products used in electronic design, manufacturing and advanced technology development.
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◦
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The business’ general purpose test products, including oscilloscopes, logic analyzers, signal sources and spectrum analyzers, are used to capture, display and analyze streams of electrical data. We sell these products into a variety of industries with significant electronic content, including the communications, computer, consumer electronics, education, military/aerospace and semiconductor industries. Typical users of these products include research and development engineers who use our general purpose test products to design,
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◦
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Our video test products include waveform monitors, video signal generators, compressed digital video test products and other test and measurement equipment used to enhance a viewer’s video experience. Typical users of these products include video equipment manufacturers, content developers and traditional television broadcasters.
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•
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a wide range of analytical instruments, software and related consumables and services that detect and measure chemical, physical, and microbiological parameters in ultra pure water, potable water, wastewater, groundwater and ocean water;
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ultraviolet disinfection systems, which disinfect billions of gallons of municipal, industrial and consumer water every day in more than 35 countries; and
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industrial water treatment solutions, including chemical treatment solutions intended to address corrosion, scaling and biological growth problems in boiler, cooling water and industrial wastewater applications as well as associated analytical services.
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•
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environmental monitoring and leak detection systems;
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•
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vapor recovery equipment;
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fuel dispensers;
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point-of-sale and secure electronic payment technologies for retail petroleum stations;
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•
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submersible turbine pumps; and
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remote monitoring and outsourced fuel management services, including compliance services, fuel system maintenance, and inventory planning and supply chain support.
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•
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Our chemistry systems use electrochemical detection and chemical reactions with patient samples to detect and quantify substances of diagnostic interest in blood, urine and other body fluids. Commonly performed tests include glucose, cholesterol, triglycerides, electrolytes, proteins and enzymes, as well as tests to detect urinary tract infections and kidney and bladder disease.
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Our immunoassay systems also detect and quantify chemical substances of diagnostic interest in body fluids, particularly in circumstances where more specialized diagnosis is required. Commonly performed immunoassay tests assess thyroid function, screen and monitor for cancer and cardiac risk and provide important information in fertility and reproductive testing.
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Our cellular analysis business includes hematology and flow cytometry products. The business’ hematology systems use principles of physics, optics, electronics and chemistry to separate cells of diagnostic interest and then quantify and characterize them, allowing clinicians to study formed elements in blood (such as red and white blood cells and platelets). The business’ flow cytometry products rapidly sort, identify, categorize and characterize multiple types of cells in suspension, allowing clinicians to determine cell types and characteristics and analyze specific cell populations based on molecular differences. The business also offers genome profiling services.
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We also offer systems and workflow solutions that allow laboratories to automate a number of steps from the pre-analytical through post-analytical stages including sample barcoding/information tracking, centrifugation, aliquotting, storage and conveyance. These systems along with the analyzers described above are controlled through laboratory level software that enables laboratory managers to monitor samples, results and lab efficiency.
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laser scanning (confocal) microscopes;
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compound microscopes and related equipment;
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surgical and other stereo microscopes; and
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specimen preparation products for electron microscopy.
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orthodontic bracket systems and lab products;
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impression, bonding and restorative materials;
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endodontic systems and related consumables;
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infection prevention products;
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implant systems (by joint venture);
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diamond and carbide rotary instruments;
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digital imaging and other visualization and magnification systems;
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air and electric handpieces and associated consumables; and
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treatment units.
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We provide a variety of equipment used to print bar codes, date codes, lot codes and other information on primary and secondary packaging. Our equipment can apply high-quality alphanumeric codes, logos and graphics to a wide range of surfaces at a variety of line speeds, angles and locations on a product or package.
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We are a leading global supplier of integrated solutions for packaging, sign and display finishing, commercial printing and professional publishing. We provide software for artwork creation, structural design, workflow automation, quality assurance and online collaboration, flexo computer-to-plate imagers and digital finishing systems.
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We provide innovative color solutions through measurement systems, software, color standards and related services. Our expertise in inspiring, selecting, measuring, formulating, communicating and matching color helps users improve the quality and effectiveness of their products and reduce costs.
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standard and custom motors;
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drives;
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controls; and
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mechanical components (such as ball screws, linear bearings, clutches/brakes, and linear actuators).
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2013
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2012
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||||
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Test & Measurement
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$
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572
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$
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621
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Environmental
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519
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426
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Life Sciences & Diagnostics
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452
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435
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Dental
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58
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58
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Industrial Technologies
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600
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588
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Total
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$
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2,201
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$
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2,128
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2013
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2012
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2011
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||||||
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Test & Measurement
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$
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362
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$
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335
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|
|
$
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312
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Environmental
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167
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|
|
155
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|
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153
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|
|||
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Life Sciences & Diagnostics
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476
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|
|
418
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341
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|||
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Dental
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75
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|
|
76
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|
|
78
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|||
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Industrial Technologies
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170
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154
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135
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|||
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Total
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$
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1,250
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$
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1,138
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$
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1,019
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•
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Establishment Registration
. We must register with the FDA each facility where regulated products are developed or manufactured. The FDA periodically inspects these facilities.
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Marketing Authorization
. We must obtain FDA authorization to begin marketing a regulated, non-exempted product in the United States. For some of our products, this authorization is obtained by submitting a 510(k) pre-market notification, which generally provides data on the performance of the product to allow the FDA to determine substantial equivalence to a product already in commercial distribution in the United States. Other of our products must go through a formal pre-market approval process which includes the review of non-clinical laboratory studies and clinical investigations, as well as an inspection by the FDA prior to market approval.
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Quality Systems
. We are required to establish a quality system that includes procedures for ensuring regulated products are developed, manufactured and distributed in accordance with specified standards. We also must establish procedures for investigating and responding to customer complaints regarding the performance of regulated products.
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Labeling
. The labeling for the products must contain specified information. In some cases, the FDA must review and approve the labeling and any quality assurance protocols specified in the labeling.
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Imports and Exports
. The FDCA establishes requirements for importing products into and exporting products from the United States. In general, any limitations on importing and exporting products apply only to products that have not received marketing authorization.
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Post-Market Reporting
. After regulated products have been distributed to customers, we may receive product complaints requiring us to investigate and report to the FDA certain events involving the products. We also must notify the FDA when we conduct recalls involving our products.
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The Federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which payment may be made under a federal health care program, such as Medicare or Medicaid.
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•
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The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) prohibits knowingly and willfully (1) executing a scheme to defraud any health care benefit program, including private payors, or (2) falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for health care benefits, items or services. In addition, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, also restricts the use
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•
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The Physician Payments Sunshine Act requires manufacturers of medical devices covered under Medicare and Medicaid to record transfers of value to physicians and teaching hospitals and to report this data to the Centers for Medicare and Medicaid Services for subsequent public disclosure. Similar reporting requirements have also been enacted on the state level, and an increasing number of countries worldwide either have adopted or are considering similar laws requiring transparency of interactions with health care professionals.
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•
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The False Claims Act imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal health care program. The qui tam provisions of the False Claims Act allow a private individual to bring actions on behalf of the federal government alleging that the defendant has submitted a false claim to the federal government, and to share in any monetary recovery.
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•
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the International Traffic in Arms Regulations administered by the U.S. Department of State, Directorate of Defense Trade Controls, which, among other things, imposes license requirements on the export from the United States of defense articles and defense services (which are items specifically designed or adapted for a military application and/or listed on the United States Munitions List);
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•
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the Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry and Security, which, among other things, impose licensing requirements on the export or re-export of certain dual-use goods, technology and software (which are items that potentially have both commercial and military applications);
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•
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the regulations administered by the U.S. Department of Treasury, Office of Foreign Assets Control, which implement economic sanctions imposed against designated countries, governments and persons based on United States foreign policy and national security considerations; and
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the import regulatory activities of the U.S. Customs and Border Protection.
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2013
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|
2012
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2011
|
|||
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Test & Measurement
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47
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%
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48
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%
|
|
52
|
%
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Environmental
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57
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%
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|
55
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%
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|
57
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%
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Life Sciences & Diagnostics
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65
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%
|
|
64
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%
|
|
66
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%
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Dental
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53
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%
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|
54
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%
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|
56
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%
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Industrial Technologies
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57
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%
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56
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%
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57
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%
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Total percentage of revenue derived from customers outside of the United States
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58
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%
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57
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%
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58
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%
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2013
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|
2012
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2011
|
|||
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Test & Measurement
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20
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%
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19
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%
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17
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%
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Environmental
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38
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%
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39
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%
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44
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%
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Life Sciences & Diagnostics
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48
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%
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45
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%
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31
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%
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Dental
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33
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%
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34
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%
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|
35
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%
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Industrial Technologies
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37
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%
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38
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%
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37
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%
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Total percentage of long-lived assets located outside of the United States
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39
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%
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37
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%
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31
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%
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•
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reducing demand for our products (in this Item 1A, references to products also includes software) and services, limiting the financing available to our customers and suppliers, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies;
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increasing the difficulty in collecting accounts receivable and the risk of excess and obsolete inventories;
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increasing price competition in our served markets;
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supply interruptions, which could disrupt our ability to produce our products;
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increasing the risk of impairment of goodwill and other long-lived assets; and
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increasing the risk that counterparties to our contractual arrangements will become insolvent or otherwise unable to fulfill their contractual obligations which, in addition to increasing the risks identified above, could result in preference actions against us.
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correctly identify customer needs and preferences and predict future needs and preferences;
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allocate our research and development funding to products and services with higher growth prospects;
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anticipate and respond to our competitors' development of new products and services and technological innovations;
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differentiate our offerings from our competitors' offerings and avoid commoditization;
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innovate and develop new technologies and applications, and acquire or obtain rights to third party technologies that may have valuable applications in our served markets;
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obtain adequate intellectual property rights with respect to key technologies before our competitors do;
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successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time;
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obtain necessary regulatory approvals of appropriate scope, including with respect to medical device products by demonstrating satisfactory clinical results where applicable; and
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stimulate customer demand for and convince customers to adopt new technologies.
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Any acquired business, technology, service or product could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with our anticipated timetable.
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We may incur or assume significant debt in connection with our acquisitions, joint ventures or strategic relationships.
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Acquisitions, joint ventures or strategic relationships could cause our financial results to differ from our own or the investment community's expectations in any given period, or over the long-term.
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Pre-closing and post-closing earnings charges could adversely impact operating results in any given period, and the impact may be substantially different from period to period.
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Acquisitions, joint ventures or strategic relationships could create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address.
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We could experience difficulty in integrating personnel, operations and financial and other systems and retaining key employees and customers.
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We may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition, joint venture or strategic relationship.
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We may assume by acquisition, joint venture or strategic relationship unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company's activities. The realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations.
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In connection with acquisitions and joint ventures, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which may have unpredictable financial results.
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As a result of our acquisitions, we have recorded significant goodwill and other intangible assets on our balance sheet. If we are not able to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets.
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We may have interests that diverge from those of our joint venture partners or other strategic partners and we may not be able to direct the management and operations of the joint venture or other strategic relationship in the manner we believe is most appropriate, exposing us to additional risk.
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Many of our customers, and the end-users to whom our customers supply products, rely on government funding of and reimbursement for healthcare products and services and research activities. The U.S. Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively, the “PPACA”), healthcare austerity measures in Europe and other potential healthcare reform changes and government austerity measures may reduce the amount of government funding or reimbursement available to customers or end-users of our products and services and/or the volume of medical procedures using our products and services. Global economic uncertainty or deterioration can also adversely impact government funding and reimbursement.
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The PPACA imposes a 2.3% excise tax on any entity that manufactures or imports medical devices offered for sale in the U.S. as well as reporting and disclosure requirements on medical device manufacturers.
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Governmental and private healthcare providers and payors around the world are increasingly utilizing managed care for the delivery of healthcare services, forming group purchasing organizations to improve their purchasing leverage and using competitive bid processes to procure healthcare products and services.
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We are required to comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain customers, business partners and other persons and dealings between our employees and subsidiaries. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies. In other circumstances, we may be required to obtain an export license before exporting the controlled item. Compliance with the various import laws that apply to our businesses can restrict our access to, and increase the cost of obtaining, certain products and at times can interrupt our supply of imported inventory.
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We also have agreements to sell products and services to government entities and are subject to various statutes and regulations that apply to companies doing business with government entities. The laws governing government contracts differ from the laws governing private contracts. For example, many government contracts contain pricing and other terms and conditions that are not applicable to private contracts. Our agreements with government entities may be subject to termination, reduction or modification at the convenience of the government or in the event of changes in government requirements, reductions in federal spending and other factors, and we may underestimate our costs of performing under the contract. Government contracts that have been awarded to us following a bid process could become the subject of a bid protest by a losing bidder, which could result in loss of the contract. We are also subject to investigation and audit for compliance with the requirements governing government contracts.
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interruption in the transportation of materials to us and finished goods to our customers;
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differences in terms of sale, including payment terms;
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•
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local product preferences and product requirements;
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•
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changes in a country's or region's political or economic conditions (including safety and health issues and actual or anticipated default on sovereign debt);
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•
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trade protection measures and import or export restrictions and requirements;
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•
|
unexpected changes in laws or regulatory requirements, including negative changes in tax laws;
|
|
•
|
limitations on ownership and on repatriation of earnings and cash;
|
|
•
|
the potential for nationalization of enterprises;
|
|
•
|
changes in medical reimbursement policies and programs;
|
|
•
|
limitations on legal rights and our ability to enforce such rights;
|
|
•
|
difficulty in staffing and managing widespread operations;
|
|
•
|
differing labor regulations;
|
|
•
|
difficulties in implementing restructuring actions on a timely or comprehensive basis; and
|
|
•
|
differing protection of intellectual property.
|
|
•
|
Test & Measurement, 40;
|
|
•
|
Environmental, 45;
|
|
•
|
Life Sciences & Diagnostics, 79;
|
|
•
|
Dental, 31; and
|
|
•
|
Industrial Technologies, 59.
|
|
Name
|
|
Age
|
|
Position
|
|
Officer Since
|
|
Steven M. Rales
|
|
62
|
|
Chairman of the Board
|
|
1984
|
|
Mitchell P. Rales
|
|
57
|
|
Chairman of the Executive Committee
|
|
1984
|
|
H. Lawrence Culp, Jr.
|
|
50
|
|
Chief Executive Officer and President
|
|
1995
|
|
Daniel L. Comas
|
|
50
|
|
Executive Vice President and Chief Financial Officer
|
|
1996
|
|
William K. Daniel II
|
|
49
|
|
Executive Vice President
|
|
2006
|
|
Thomas P. Joyce, Jr.
|
|
53
|
|
Executive Vice President
|
|
2002
|
|
James A. Lico
|
|
48
|
|
Executive Vice President
|
|
2002
|
|
James H. Ditkoff
|
|
67
|
|
Senior Vice President – Finance and Tax
|
|
1991
|
|
Jonathan P. Graham
|
|
53
|
|
Senior Vice President – General Counsel
|
|
2006
|
|
Angela S. Lalor
|
|
48
|
|
Senior Vice President – Human Resources
|
|
2012
|
|
Robert S. Lutz
|
|
56
|
|
Senior Vice President – Chief Accounting Officer
|
|
2002
|
|
Daniel A. Raskas
|
|
47
|
|
Senior Vice President – Corporate Development
|
|
2004
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
|
High
|
|
Low
|
|
Dividends
Per Share
|
|
High
|
|
Low
|
|
Dividends
Per Share
|
||||||||||||
|
First quarter
|
$
|
62.90
|
|
|
$
|
56.17
|
|
|
$
|
—
|
|
(1)
|
$
|
55.92
|
|
|
$
|
48.24
|
|
|
$
|
0.025
|
|
|
Second quarter
|
$
|
64.80
|
|
|
$
|
57.61
|
|
|
$
|
0.025
|
|
|
$
|
55.99
|
|
|
$
|
49.75
|
|
|
$
|
0.025
|
|
|
Third quarter
|
$
|
70.94
|
|
|
$
|
63.16
|
|
|
$
|
0.025
|
|
|
$
|
55.61
|
|
|
$
|
49.48
|
|
|
$
|
0.025
|
|
|
Fourth quarter
|
$
|
77.39
|
|
|
$
|
66.83
|
|
|
$
|
0.025
|
|
|
$
|
56.80
|
|
|
$
|
51.39
|
|
|
$
|
0.050
|
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
||||||||||
|
Sales
|
$
|
19,118.0
|
|
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
$
|
12,550.0
|
|
|
$
|
10,516.7
|
|
|
|
Operating profit
|
3,274.9
|
|
|
3,165.1
|
|
|
2,617.2
|
|
|
2,049.6
|
|
|
1,439.7
|
|
|
|||||
|
Net earnings from continuing operations
|
2,695.0
|
|
(a)
|
2,299.3
|
|
|
1,935.3
|
|
|
1,718.2
|
|
(d)
|
1,087.0
|
|
|
|||||
|
Earnings from discontinued operations, net of income taxes
|
—
|
|
|
92.9
|
|
(b)
|
237.0
|
|
(c)
|
74.8
|
|
|
64.7
|
|
|
|||||
|
Net earnings
|
2,695.0
|
|
(a)
|
2,392.2
|
|
(b)
|
2,172.3
|
|
(c)
|
1,793.0
|
|
(d)
|
1,151.7
|
|
|
|||||
|
Net earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
$
|
3.87
|
|
(a)
|
$
|
3.32
|
|
|
$
|
2.86
|
|
|
$
|
2.63
|
|
(d)
|
$
|
1.69
|
|
|
|
Diluted
|
3.80
|
|
(a)
|
3.23
|
|
|
2.77
|
|
|
2.53
|
|
(d)
|
1.63
|
|
|
|||||
|
Net earnings per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
$
|
—
|
|
|
$
|
0.13
|
|
(b)
|
$
|
0.35
|
|
(c)
|
$
|
0.11
|
|
|
$
|
0.10
|
|
|
|
Diluted
|
—
|
|
|
0.13
|
|
(b)
|
0.34
|
|
(c)
|
0.11
|
|
|
0.10
|
|
|
|||||
|
Net earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic
|
$
|
3.87
|
|
(a)
|
$
|
3.45
|
|
(b)
|
$
|
3.21
|
|
(c)
|
$
|
2.74
|
|
(d)
|
$
|
1.80
|
|
*
|
|
Diluted
|
3.80
|
|
(a)
|
3.36
|
|
(b)
|
3.11
|
|
(c)
|
2.64
|
|
(d)
|
1.73
|
|
|
|||||
|
Dividends declared per share
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
|
Total assets
|
$
|
34,672.2
|
|
|
$
|
32,941.0
|
|
|
$
|
29,949.5
|
|
|
$
|
22,217.1
|
|
|
$
|
19,595.4
|
|
|
|
Total debt
|
$
|
3,499.0
|
|
|
$
|
5,343.1
|
|
|
$
|
5,305.2
|
|
|
$
|
2,824.7
|
|
|
$
|
2,933.2
|
|
|
|
(a)
|
Includes $230 million ($144 million after-tax or $0.20 per diluted share) gain on sale of the Company’s investment in the Apex Tool Group, LLC joint venture and $202 million ($125 million after-tax or $0.18 per diluted share) gain on sale of marketable equity securities. Refer to Notes 4 and 14, respectively, of the Notes to the Consolidated Financial Statements for additional information.
|
|
(b)
|
Includes $149 million ($94 million after-tax or $0.13 per diluted share) gain on sale of the Company’s Accu-Sort and Kollmorgen Electro-Optical businesses. Refer to Note 3 of the Notes to the Consolidated Financial Statements for additional information.
|
|
(c)
|
Includes $328 million ($202 million after-tax or $0.29 per diluted share) gain on sale of the Company’s Pacific Scientific Aerospace business. Refer to Note 3 of the Notes to the Consolidated Financial Statements for additional information.
|
|
(d)
|
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, LLC joint venture. Refer to Note 4 of the Notes to the Consolidated Financial Statements for additional information.
|
|
*
|
Net earnings per share amount does not add due to rounding.
|
|
•
|
Overview
|
|
•
|
Results of Operations
|
|
•
|
Liquidity and Capital Resources
|
|
•
|
Critical Accounting Estimates
|
|
•
|
New Accounting Standards
|
|
•
|
Higher 2013 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2012 and 2013, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments - 80 basis points
|
|
•
|
The incremental net dilutive effect of acquired businesses in 2013 - 40 basis points
|
|
•
|
The divestiture of the Apex joint venture in 2013. Prior to the sale, the Company had accounted for its investment in Apex under the equity method - 40 basis points
|
|
•
|
The fourth quarter 2013 impairment of intangible assets associated with a technology investment in the communications business - 15 basis points
|
|
•
|
A 2012 gain relating to the resolution of contingencies with respect to a prior disposition of assets - 5 basis points
|
|
•
|
Higher 2012 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and ongoing productivity improvement initiatives taken in 2011 and 2012, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments - 100 basis points
|
|
•
|
Acquisition related charges recorded in 2011 associated with the Beckman Coulter acquisition, including transaction costs deemed significant, change in control charges and fair value adjustments to acquisition related inventory and deferred revenue balances - 100 basis points
|
|
•
|
A 2012 gain relating to the resolution of contingencies with respect to a prior disposition of assets - 5 basis points
|
|
•
|
The incremental net dilutive effect of acquired businesses in 2012 - 105 basis points
|
|
|
For the Year Ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Test & Measurement
|
$
|
3,417.3
|
|
|
$
|
3,381.0
|
|
|
$
|
3,390.9
|
|
|
Environmental
|
3,316.9
|
|
|
3,063.5
|
|
|
2,939.6
|
|
|||
|
Life Sciences & Diagnostics
|
6,856.4
|
|
|
6,485.1
|
|
|
4,627.4
|
|
|||
|
Dental
|
2,094.9
|
|
|
2,022.9
|
|
|
2,011.2
|
|
|||
|
Industrial Technologies
|
3,432.5
|
|
|
3,307.9
|
|
|
3,121.4
|
|
|||
|
Total
|
$
|
19,118.0
|
|
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
|
For the Year Ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Sales
|
$
|
3,417.3
|
|
|
$
|
3,381.0
|
|
|
$
|
3,390.9
|
|
|
Operating profit
|
669.5
|
|
|
701.2
|
|
|
751.2
|
|
|||
|
Depreciation and amortization
|
135.1
|
|
|
132.3
|
|
|
126.6
|
|
|||
|
Operating profit as a % of sales
|
19.6
|
%
|
|
20.7
|
%
|
|
22.2
|
%
|
|||
|
Depreciation and amortization as a % of sales
|
4.0
|
%
|
|
3.9
|
%
|
|
3.7
|
%
|
|||
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||
|
Existing businesses
|
1.5
|
%
|
|
(1.5
|
)%
|
|
Acquisitions
|
—
|
%
|
|
2.0
|
%
|
|
Currency exchange rates
|
(0.5
|
)%
|
|
(1.0
|
)%
|
|
Total
|
1.0
|
%
|
|
(0.5
|
)%
|
|
•
|
The fourth quarter 2013 impairment of intangible assets associated with a technology investment in the communications business - 90 basis points
|
|
•
|
The incremental net dilutive effect of acquired businesses in 2013 - 20 basis points
|
|
|
For the Year Ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Sales
|
$
|
3,316.9
|
|
|
$
|
3,063.5
|
|
|
$
|
2,939.6
|
|
|
Operating profit
|
696.5
|
|
|
652.5
|
|
|
622.7
|
|
|||
|
Depreciation and amortization
|
62.7
|
|
|
48.9
|
|
|
45.9
|
|
|||
|
Operating profit as a % of sales
|
21.0
|
%
|
|
21.3
|
%
|
|
21.2
|
%
|
|||
|
Depreciation and amortization as a % of sales
|
1.9
|
%
|
|
1.6
|
%
|
|
1.6
|
%
|
|||
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||
|
Existing businesses
|
3.5
|
%
|
|
3.5
|
%
|
|
Acquisitions
|
5.5
|
%
|
|
2.5
|
%
|
|
Currency exchange rates
|
(0.5
|
)%
|
|
(2.0
|
)%
|
|
Total
|
8.5
|
%
|
|
4.0
|
%
|
|
•
|
Higher 2013 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2012 and 2013, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments - 70 basis points
|
|
•
|
The incremental net dilutive effect of acquired businesses in 2013 - 100 basis points
|
|
|
For the Year Ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Sales
|
$
|
6,856.4
|
|
|
$
|
6,485.1
|
|
|
$
|
4,627.4
|
|
|
Operating profit
|
1,009.8
|
|
|
861.1
|
|
|
402.3
|
|
|||
|
Depreciation and amortization
|
517.3
|
|
|
478.2
|
|
|
297.2
|
|
|||
|
Operating profit as a % of sales
|
14.7
|
%
|
|
13.3
|
%
|
|
8.7
|
%
|
|||
|
Depreciation and amortization as a % of sales
|
7.5
|
%
|
|
7.4
|
%
|
|
6.4
|
%
|
|||
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||
|
Existing businesses
|
4.0
|
%
|
|
4.5
|
%
|
|
Acquisitions
|
3.0
|
%
|
|
37.5
|
%
|
|
Currency exchange rates
|
(1.5
|
)%
|
|
(2.0
|
)%
|
|
Total
|
5.5
|
%
|
|
40.0
|
%
|
|
•
|
Higher 2013 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2012 and 2013, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments and the new U.S. medical device excise tax that took effect in 2013 - 190 basis points
|
|
•
|
The incremental net dilutive effect of acquired businesses in 2013 - 50 basis points
|
|
|
For the Year Ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Sales
|
$
|
2,094.9
|
|
|
$
|
2,022.9
|
|
|
$
|
2,011.2
|
|
|
Operating profit
|
304.9
|
|
|
293.1
|
|
|
236.1
|
|
|||
|
Depreciation and amortization
|
83.3
|
|
|
92.4
|
|
|
94.0
|
|
|||
|
Operating profit as a % of sales
|
14.6
|
%
|
|
14.5
|
%
|
|
11.7
|
%
|
|||
|
Depreciation and amortization as a % of sales
|
4.0
|
%
|
|
4.6
|
%
|
|
4.7
|
%
|
|||
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||
|
Existing businesses
|
3.0
|
%
|
|
3.5
|
%
|
|
Acquisitions
|
1.0
|
%
|
|
0.5
|
%
|
|
Currency exchange rates
|
(0.5
|
)%
|
|
(3.5
|
)%
|
|
Total
|
3.5
|
%
|
|
0.5
|
%
|
|
•
|
The incremental net accretive effect of acquired businesses in 2013 - 5 basis points
|
|
•
|
Higher 2013 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2012 and 2013, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments and the new U.S. medical device excise tax that took effect in 2013 - 5 basis points
|
|
|
For the Year Ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Sales
|
$
|
3,432.5
|
|
|
$
|
3,307.9
|
|
|
$
|
3,121.4
|
|
|
Operating profit
|
722.9
|
|
|
685.6
|
|
|
655.0
|
|
|||
|
Depreciation and amortization
|
89.2
|
|
|
80.8
|
|
|
65.8
|
|
|||
|
Operating profit as a % of sales
|
21.1
|
%
|
|
20.7
|
%
|
|
21.0
|
%
|
|||
|
Depreciation and amortization as a % of sales
|
2.6
|
%
|
|
2.4
|
%
|
|
2.1
|
%
|
|||
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||
|
Existing businesses
|
(0.5
|
)%
|
|
1.5
|
%
|
|
Acquisitions
|
3.5
|
%
|
|
6.5
|
%
|
|
Currency exchange rates
|
0.5
|
%
|
|
(2.0
|
)%
|
|
Total
|
3.5
|
%
|
|
6.0
|
%
|
|
•
|
Higher 2013 prices and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2012 and 2013, net of incremental year-over-year costs associated with various product development, sales and marketing growth investments and the impact of lower 2013 unit sales - 80 basis points
|
|
•
|
The incremental net dilutive effect of acquired businesses in 2013 - 40 basis points
|
|
|
For the Year Ended December 31
|
||||||||||
|
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Sales
|
$
|
19,118.0
|
|
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
Cost of sales
|
9,160.4
|
|
|
8,846.1
|
|
|
7,913.9
|
|
|||
|
Gross profit
|
9,957.6
|
|
|
9,414.3
|
|
|
8,176.6
|
|
|||
|
Gross profit margin
|
52.1
|
%
|
|
51.6
|
%
|
|
50.8
|
%
|
|||
|
|
For the Year Ended December 31
|
||||||||||
|
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Sales
|
$
|
19,118.0
|
|
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
Selling, general and administrative (“SG&A”) expenses
|
5,432.8
|
|
|
5,181.2
|
|
|
4,607.7
|
|
|||
|
Research and development (“R&D”) expenses
|
1,249.9
|
|
|
1,137.9
|
|
|
1,018.5
|
|
|||
|
SG&A as a % of sales
|
28.4
|
%
|
|
28.4
|
%
|
|
28.6
|
%
|
|||
|
R&D as a % of sales
|
6.5
|
%
|
|
6.2
|
%
|
|
6.3
|
%
|
|||
|
|
For the Years Ended December 31
|
||||||||||
|
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Total operating cash flows provided by continuing operations
|
$
|
3,585.3
|
|
|
$
|
3,502.1
|
|
|
$
|
2,732.1
|
|
|
|
|
|
|
|
|
||||||
|
Cash paid for acquisitions
|
$
|
(957.2
|
)
|
|
$
|
(1,796.8
|
)
|
|
$
|
(6,210.8
|
)
|
|
Payments for additions to property, plant and equipment
|
(551.5
|
)
|
|
(458.3
|
)
|
|
(334.5
|
)
|
|||
|
Proceeds from sale of unconsolidated joint venture
|
707.4
|
|
|
—
|
|
|
—
|
|
|||
|
Proceeds from sale of marketable equity securities
|
251.2
|
|
|
—
|
|
|
—
|
|
|||
|
Proceeds from sale of discontinued operations
|
—
|
|
|
337.5
|
|
|
680.1
|
|
|||
|
All other investing activities
|
(2.4
|
)
|
|
30.0
|
|
|
17.9
|
|
|||
|
Net cash used in investing activities
|
$
|
(552.5
|
)
|
|
$
|
(1,887.6
|
)
|
|
$
|
(5,847.3
|
)
|
|
|
|
|
|
|
|
||||||
|
Proceeds from the issuance of common stock
|
$
|
177.4
|
|
|
$
|
212.0
|
|
|
$
|
1,112.5
|
|
|
Payment of dividends
|
(52.1
|
)
|
|
(86.4
|
)
|
|
(61.3
|
)
|
|||
|
Purchase of stock
|
—
|
|
|
(648.4
|
)
|
|
—
|
|
|||
|
Net (repayments of) proceeds from borrowings (maturities of 90 days or less)
|
(763.3
|
)
|
|
195.9
|
|
|
854.0
|
|
|||
|
Proceeds from borrowings (maturities longer than 90 days)
|
—
|
|
|
—
|
|
|
1,785.8
|
|
|||
|
Repayments of borrowings (maturities longer than 90 days)
|
(967.8
|
)
|
|
(61.5
|
)
|
|
(1,602.4
|
)
|
|||
|
Net cash (used in) provided by financing activities
|
$
|
(1,605.8
|
)
|
|
$
|
(388.4
|
)
|
|
$
|
2,088.6
|
|
|
•
|
Operating cash flows from continuing operations increased
$83 million
, or approximately
2%
, during
2013
as compared to
2012
.
|
|
•
|
The repayment of borrowings with maturities longer than 90 days constituted the most significant use of cash during
2013
. The Company repaid
$968 million
of such borrowings during 2013, primarily related to the repayment of the Eurobond Notes and the 2013 Notes upon their maturity in July and June 2013, respectively. The Company also reduced outstanding borrowings with maturities of 90 days or less, primarily commercial paper borrowings, by
$763 million
during 2013.
|
|
•
|
The Company acquired
fourteen
businesses during
2013
for total consideration (net of cash acquired) of
$957 million
.
|
|
•
|
In February 2013, the Company sold its investment in Apex, an unconsolidated joint venture. Aggregate cash proceeds received during
2013
in connection with the sale were $774 million (including
$67 million
of dividends received during
2013
prior to the closing of the sale).
|
|
•
|
During the fourth quarter of
2013
, the Company sold approximately
5 million
of the approximately
8 million
shares of Align common stock that the Company received in 2009 as a result of a settlement between Align and Ormco Corporation, a wholly-owned subsidiary of the Company. The Company received cash proceeds of
$251 million
from the sale of these securities.
|
|
•
|
As of
December 31, 2013
, the Company held approximately
$3.1 billion
of cash and cash equivalents.
|
|
•
|
Earnings from continuing operations increased by
$396 million
in
2013
as compared to
2012
. During 2013, the Company realized a
$230 million
pre-tax gain on the sale of the Apex joint venture and a
$202 million
pre-tax gain on the sale of Align common stock. While both of these gains are included in earnings from continuing operations, the proceeds from these sales are shown in the investing activities section of the Statement of Cash Flows and therefore do not contribute to operating cash flows.
|
|
•
|
Earnings for
2013
reflected an increase of
$55 million
of depreciation and amortization expense as compared to
2012
. Amortization expense primarily relates to the amortization of intangible assets acquired in connection with acquisitions. Depreciation expense relates to both the Company's manufacturing and operating facilities as well as instrumentation leased to customers under operating-type lease arrangements. Depreciation and amortization expense are non-cash expenses that decrease earnings without a corresponding impact to operating cash flows.
|
|
•
|
The aggregate of trade accounts receivable, inventories and trade accounts payable provided
$197 million
in operating cash flows during
2013
, a
$150 million
increase compared to
2012
during which these items provided
$47 million
in operating cash flows. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories and trade accounts payable depends upon how effectively the Company manages the cash conversion cycle, which effectively represents the number of days that elapse from the day it pays for the purchase of raw materials and components to the collection of cash from its customers.
|
|
•
|
Accrued expenses and other liabilities used
$89 million
in operating cash flows during
2013
, a $236 million decline compared to
2012
during which these items provided
$147 million
in operating cash flows. This change was driven primarily by cash income tax payments from continuing operations, which increased by $174 million during 2013 as compared to 2012 primarily due to taxes on the sale of the Apex joint venture and Align common stock noted above. Net cash payments for income taxes from continuing operations totaled $529 million and $355 million in 2013 and 2012, respectively. The timing of customer deposits received in 2012 in the Test & Measurement segment's network communications business also contributed to the year-over-year decline.
|
|
•
|
$450 million
of outstanding U.S. dollar commercial paper;
|
|
•
|
$400 million
aggregate principal amount of 1.3% senior unsecured notes due 2014 (the “2014 Notes”);
|
|
•
|
$500 million
aggregate principal amount of 2.3% senior unsecured notes due 2016 (the “2016 Notes”);
|
|
•
|
$500 million
aggregate principal amount of 5.625% senior unsecured notes due 2018 (the “2018 Notes”);
|
|
•
|
$750 million
aggregate principal amount of 5.4% senior unsecured notes due 2019 (the “2019 Notes”);
|
|
•
|
$600 million
aggregate principal amount of 3.9% senior unsecured notes due 2021 (the “2021 Notes” and together with the 2014 Notes and 2016 Notes, the “2011 Financing Notes”);
|
|
•
|
$154 million
of zero coupon Liquid Yield Option Notes due 2021 (“LYONs”); and
|
|
•
|
$145 million
of other borrowings.
|
|
($ in millions)
|
Total
|
|
Less Than
One Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
Debt & Leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-Term Debt Obligations
(a)(b)
|
$
|
3,434.1
|
|
|
$
|
52.6
|
|
|
$
|
1,370.4
|
|
|
$
|
503.2
|
|
|
$
|
1,507.9
|
|
|
Capital Lease Obligations
(b)
|
64.9
|
|
|
9.7
|
|
|
16.6
|
|
|
12.0
|
|
|
26.6
|
|
|||||
|
Total Long-Term Debt
|
3,499.0
|
|
|
62.3
|
|
|
1,387.0
|
|
|
515.2
|
|
|
1,534.5
|
|
|||||
|
Interest Payments on Long-Term Debt and Capital Lease Obligations
(c)
|
588.2
|
|
|
116.0
|
|
|
211.5
|
|
|
162.8
|
|
|
97.9
|
|
|||||
|
Operating Lease Obligations
(d)
|
656.6
|
|
|
183.3
|
|
|
246.9
|
|
|
144.7
|
|
|
81.7
|
|
|||||
|
Other:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Purchase Obligations
(e)
|
1,031.6
|
|
|
994.3
|
|
|
36.1
|
|
|
0.8
|
|
|
0.4
|
|
|||||
|
Other Long-Term Liabilities Reflected on the Company’s Balance Sheet Under GAAP
(f)
|
3,657.7
|
|
|
—
|
|
|
851.0
|
|
|
649.7
|
|
|
2,157.0
|
|
|||||
|
Total
|
$
|
9,433.1
|
|
|
$
|
1,355.9
|
|
|
$
|
2,732.5
|
|
|
$
|
1,473.2
|
|
|
$
|
3,871.5
|
|
|
(a)
|
As described in Note 10 to the Consolidated Financial Statements.
|
|
(b)
|
Amounts do not include interest payments. Interest on long-term debt and capital lease obligations is reflected in a separate line in the table.
|
|
(c)
|
Interest payments on long-term debt are projected for future periods using the interest rates in effect as of
December 31, 2013
. Certain of these projected interest payments may differ in the future based on changes in market interest rates.
|
|
(d)
|
As described in Note 16 to the Consolidated Financial Statements, certain leases require the Company to pay real estate taxes, insurance, maintenance and other operating expenses associated with the leased premises. These future costs are not included in the schedule above.
|
|
(e)
|
Consist of agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction.
|
|
(f)
|
Primarily consist of obligations under product service and warranty policies and allowances, performance and operating cost guarantees, estimated environmental remediation costs, self-insurance and litigation claims, post-retirement benefits, pension obligations, deferred tax liabilities (excluding unrecognized tax benefits) and deferred compensation obligations. The timing of cash flows associated with these obligations is based upon management’s estimates over the terms of these arrangements and is largely based upon historical experience.
|
|
|
Amount of Commitment Expiration per Period
|
||||||||||||||||||
|
($ in millions)
|
Total
|
|
Less Than
One Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More Than
5 Years
|
||||||||||
|
Guarantees
|
$
|
379.2
|
|
|
$
|
299.2
|
|
|
$
|
38.0
|
|
|
$
|
16.7
|
|
|
$
|
25.3
|
|
|
|
As of December 31
|
||||||
|
|
2013
|
|
2012
|
||||
|
ASSETS
|
|
|
|
||||
|
Current Assets:
|
|
|
|
||||
|
Cash and equivalents
|
$
|
3,115.2
|
|
|
$
|
1,678.7
|
|
|
Trade accounts receivable, less allowance for doubtful accounts of $121.5 and $121.4, respectively
|
3,451.6
|
|
|
3,267.3
|
|
||
|
Inventories
|
1,783.5
|
|
|
1,813.4
|
|
||
|
Prepaid expenses and other current assets
|
763.4
|
|
|
828.4
|
|
||
|
Total current assets
|
9,113.7
|
|
|
7,587.8
|
|
||
|
Property, plant and equipment, net
|
2,211.3
|
|
|
2,140.9
|
|
||
|
Investment in joint venture
|
—
|
|
|
548.3
|
|
||
|
Other assets
|
1,061.3
|
|
|
858.0
|
|
||
|
Goodwill
|
16,038.2
|
|
|
15,462.0
|
|
||
|
Other intangible assets, net
|
6,247.7
|
|
|
6,344.0
|
|
||
|
Total assets
|
$
|
34,672.2
|
|
|
$
|
32,941.0
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
|
Current Liabilities:
|
|
|
|
||||
|
Notes payable and current portion of long-term debt
|
$
|
62.3
|
|
|
$
|
55.5
|
|
|
Trade accounts payable
|
1,778.2
|
|
|
1,546.3
|
|
||
|
Accrued expenses and other liabilities
|
2,686.9
|
|
|
2,604.3
|
|
||
|
Total current liabilities
|
4,527.4
|
|
|
4,206.1
|
|
||
|
Other long-term liabilities
|
4,256.7
|
|
|
4,363.4
|
|
||
|
Long-term debt
|
3,436.7
|
|
|
5,287.6
|
|
||
|
Stockholders’ Equity:
|
|
|
|
||||
|
Common stock - $0.01 par value, 2.0 billion shares authorized; 785.7 and 774.6 issued; 698.1 and 687.5 outstanding, respectively
|
7.9
|
|
|
7.7
|
|
||
|
Additional paid-in capital
|
4,157.6
|
|
|
3,688.1
|
|
||
|
Retained earnings
|
18,005.3
|
|
|
15,379.9
|
|
||
|
Accumulated other comprehensive income (loss)
|
214.5
|
|
|
(59.2
|
)
|
||
|
Total Danaher stockholders’ equity
|
22,385.3
|
|
|
19,016.5
|
|
||
|
Non-controlling interests
|
66.1
|
|
|
67.4
|
|
||
|
Total stockholders’ equity
|
22,451.4
|
|
|
19,083.9
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
34,672.2
|
|
|
$
|
32,941.0
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Sales
|
$
|
19,118.0
|
|
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
Cost of sales
|
(9,160.4
|
)
|
|
(8,846.1
|
)
|
|
(7,913.9
|
)
|
|||
|
Gross profit
|
9,957.6
|
|
|
9,414.3
|
|
|
8,176.6
|
|
|||
|
Operating costs and other:
|
|
|
|
|
|
||||||
|
Selling, general and administrative expenses
|
(5,432.8
|
)
|
|
(5,181.2
|
)
|
|
(4,607.7
|
)
|
|||
|
Research and development expenses
|
(1,249.9
|
)
|
|
(1,137.9
|
)
|
|
(1,018.5
|
)
|
|||
|
Earnings from unconsolidated joint venture
|
—
|
|
|
69.9
|
|
|
66.8
|
|
|||
|
Operating profit
|
3,274.9
|
|
|
3,165.1
|
|
|
2,617.2
|
|
|||
|
Non-operating income (expense):
|
|
|
|
|
|
||||||
|
Gain on sale of unconsolidated joint venture
|
229.8
|
|
|
—
|
|
|
—
|
|
|||
|
Gain on sale of marketable equity securities
|
201.5
|
|
|
—
|
|
|
—
|
|
|||
|
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(32.9
|
)
|
|||
|
Interest expense
|
(145.9
|
)
|
|
(157.5
|
)
|
|
(141.6
|
)
|
|||
|
Interest income
|
5.7
|
|
|
3.2
|
|
|
5.1
|
|
|||
|
Earnings from continuing operations before income taxes
|
3,566.0
|
|
|
3,010.8
|
|
|
2,447.8
|
|
|||
|
Income taxes
|
(871.0
|
)
|
|
(711.5
|
)
|
|
(512.5
|
)
|
|||
|
Net earnings from continuing operations
|
2,695.0
|
|
|
2,299.3
|
|
|
1,935.3
|
|
|||
|
Earnings from discontinued operations, net of income taxes
|
—
|
|
|
92.9
|
|
|
237.0
|
|
|||
|
Net earnings
|
$
|
2,695.0
|
|
|
$
|
2,392.2
|
|
|
$
|
2,172.3
|
|
|
Net earnings per share from continuing operations:
|
|
|
|
|
|
||||||
|
Basic
|
$
|
3.87
|
|
|
$
|
3.32
|
|
|
$
|
2.86
|
|
|
Diluted
|
$
|
3.80
|
|
|
$
|
3.23
|
|
|
$
|
2.77
|
|
|
Net earnings per share from discontinued operations:
|
|
|
|
|
|
||||||
|
Basic
|
$
|
—
|
|
|
$
|
0.13
|
|
|
$
|
0.35
|
|
|
Diluted
|
$
|
—
|
|
|
$
|
0.13
|
|
|
$
|
0.34
|
|
|
Net earnings per share:
|
|
|
|
|
|
||||||
|
Basic
|
$
|
3.87
|
|
|
$
|
3.45
|
|
|
$
|
3.21
|
|
|
Diluted
|
$
|
3.80
|
|
|
$
|
3.36
|
|
|
$
|
3.11
|
|
|
Average common stock and common equivalent shares outstanding:
|
|
|
|
|
|
||||||
|
Basic
|
696.0
|
|
|
693.4
|
|
|
676.2
|
|
|||
|
Diluted
|
711.0
|
|
|
713.1
|
|
|
701.2
|
|
|||
|
|
Year Ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Net earnings
|
$
|
2,695.0
|
|
|
$
|
2,392.2
|
|
|
$
|
2,172.3
|
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
||||||
|
Foreign currency translation adjustments
|
(62.1
|
)
|
|
90.8
|
|
|
(226.8
|
)
|
|||
|
Pension and post-retirement plan benefit adjustments
|
289.0
|
|
|
(139.7
|
)
|
|
(171.2
|
)
|
|||
|
Unrealized gain on available-for-sale securities
|
46.8
|
|
|
26.6
|
|
|
15.7
|
|
|||
|
Total other comprehensive income (loss), net of income taxes
|
273.7
|
|
|
(22.3
|
)
|
|
(382.3
|
)
|
|||
|
Comprehensive income
|
$
|
2,968.7
|
|
|
$
|
2,369.9
|
|
|
$
|
1,790.0
|
|
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-Controlling
Interests
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|||||||||||||||||||
|
Balance, January 1, 2011
|
729.5
|
|
|
$
|
7.3
|
|
|
$
|
2,412.4
|
|
|
$
|
10,945.9
|
|
|
$
|
345.4
|
|
|
$
|
61.8
|
|
|
Net earnings for the year
|
—
|
|
|
—
|
|
|
—
|
|
|
2,172.3
|
|
|
—
|
|
|
—
|
|
|||||
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(382.3
|
)
|
|
—
|
|
|||||
|
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(61.3
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Common stock issuance
|
19.3
|
|
|
0.2
|
|
|
966.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Common stock-based award activity
|
4.8
|
|
|
—
|
|
|
241.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Common stock issued in connection with LYONs’ conversions
|
7.5
|
|
|
0.1
|
|
|
257.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Change in non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|||||
|
Balance, December 31, 2011
|
761.1
|
|
|
$
|
7.6
|
|
|
$
|
3,877.2
|
|
|
$
|
13,056.9
|
|
|
$
|
(36.9
|
)
|
|
$
|
67.0
|
|
|
Net earnings for the year
|
—
|
|
|
—
|
|
|
—
|
|
|
2,392.2
|
|
|
—
|
|
|
—
|
|
|||||
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.3
|
)
|
|
—
|
|
|||||
|
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(69.2
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Common stock-based award activity
|
9.7
|
|
|
0.1
|
|
|
321.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Common stock issued in connection with LYONs’ conversions
|
3.8
|
|
|
—
|
|
|
137.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Purchase of stock (12.5 shares)
|
—
|
|
|
—
|
|
|
(648.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Change in non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|||||
|
Balance, December 31, 2012
|
774.6
|
|
|
$
|
7.7
|
|
|
$
|
3,688.1
|
|
|
$
|
15,379.9
|
|
|
$
|
(59.2
|
)
|
|
$
|
67.4
|
|
|
Net earnings for the year
|
—
|
|
|
—
|
|
|
—
|
|
|
2,695.0
|
|
|
—
|
|
|
—
|
|
|||||
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273.7
|
|
|
—
|
|
|||||
|
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(69.6
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Common stock-based award activity
|
6.5
|
|
|
0.1
|
|
|
295.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Common stock issued in connection with LYONs’ conversions
|
4.6
|
|
|
0.1
|
|
|
174.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Change in non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|||||
|
Balance, December 31, 2013
|
785.7
|
|
|
$
|
7.9
|
|
|
$
|
4,157.6
|
|
|
$
|
18,005.3
|
|
|
$
|
214.5
|
|
|
$
|
66.1
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
||||||
|
Net earnings
|
$
|
2,695.0
|
|
|
$
|
2,392.2
|
|
|
$
|
2,172.3
|
|
|
Less earnings from discontinued operations, net of income taxes
|
—
|
|
|
92.9
|
|
|
237.0
|
|
|||
|
Net earnings from continuing operations
|
2,695.0
|
|
|
2,299.3
|
|
|
1,935.3
|
|
|||
|
Non-cash items:
|
|
|
|
|
|
||||||
|
Depreciation
|
529.9
|
|
|
497.8
|
|
|
350.7
|
|
|||
|
Amortization
|
365.1
|
|
|
342.0
|
|
|
284.3
|
|
|||
|
Stock-based compensation expense
|
117.7
|
|
|
109.9
|
|
|
95.6
|
|
|||
|
Earnings from unconsolidated joint venture, net of cash dividends received
|
66.6
|
|
|
(25.4
|
)
|
|
(18.4
|
)
|
|||
|
Pre-tax gain on sale of unconsolidated joint venture
|
(229.8
|
)
|
|
—
|
|
|
—
|
|
|||
|
Pre-tax gain on sale of marketable equity securities
|
(201.5
|
)
|
|
—
|
|
|
—
|
|
|||
|
Change in deferred income taxes
|
254.6
|
|
|
184.9
|
|
|
271.4
|
|
|||
|
Change in trade accounts receivable, net
|
(48.7
|
)
|
|
(79.7
|
)
|
|
(135.3
|
)
|
|||
|
Change in inventories
|
62.9
|
|
|
69.8
|
|
|
162.0
|
|
|||
|
Change in trade accounts payable
|
182.6
|
|
|
57.0
|
|
|
36.6
|
|
|||
|
Change in prepaid expenses and other assets
|
(120.2
|
)
|
|
(100.3
|
)
|
|
(111.0
|
)
|
|||
|
Change in accrued expenses and other liabilities
|
(88.9
|
)
|
|
146.8
|
|
|
(139.1
|
)
|
|||
|
Total operating cash provided by continuing operations
|
3,585.3
|
|
|
3,502.1
|
|
|
2,732.1
|
|
|||
|
Total operating cash used in discontinued operations
|
—
|
|
|
(87.1
|
)
|
|
(105.8
|
)
|
|||
|
Net cash provided by operating activities
|
3,585.3
|
|
|
3,415.0
|
|
|
2,626.3
|
|
|||
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
|
Cash paid for acquisitions
|
(957.2
|
)
|
|
(1,796.8
|
)
|
|
(6,210.8
|
)
|
|||
|
Payments for additions to property, plant and equipment
|
(551.5
|
)
|
|
(458.3
|
)
|
|
(334.5
|
)
|
|||
|
Proceeds from sale of unconsolidated joint venture
|
707.4
|
|
|
—
|
|
|
—
|
|
|||
|
Proceeds from sale of marketable equity securities
|
251.2
|
|
|
—
|
|
|
—
|
|
|||
|
All other investing activities
|
(2.4
|
)
|
|
30.0
|
|
|
23.4
|
|
|||
|
Total investing cash used in continuing operations
|
(552.5
|
)
|
|
(2,225.1
|
)
|
|
(6,521.9
|
)
|
|||
|
Total investing cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|||
|
Proceeds from sale of discontinued operations
|
—
|
|
|
337.5
|
|
|
680.1
|
|
|||
|
Net cash used in investing activities
|
(552.5
|
)
|
|
(1,887.6
|
)
|
|
(5,847.3
|
)
|
|||
|
Cash flows from financing activities:
|
|
|
|
|
|
||||||
|
Proceeds from the issuance of common stock
|
177.4
|
|
|
212.0
|
|
|
1,112.5
|
|
|||
|
Payment of dividends
|
(52.1
|
)
|
|
(86.4
|
)
|
|
(61.3
|
)
|
|||
|
Purchase of stock
|
—
|
|
|
(648.4
|
)
|
|
—
|
|
|||
|
Net (repayments of) proceeds from borrowings (maturities of 90 days or less)
|
(763.3
|
)
|
|
195.9
|
|
|
854.0
|
|
|||
|
Proceeds from borrowings (maturities longer than 90 days)
|
—
|
|
|
—
|
|
|
1,785.8
|
|
|||
|
Repayments of borrowings (maturities longer than 90 days)
|
(967.8
|
)
|
|
(61.5
|
)
|
|
(1,602.4
|
)
|
|||
|
Net cash (used in) provided by financing activities
|
(1,605.8
|
)
|
|
(388.4
|
)
|
|
2,088.6
|
|
|||
|
Effect of exchange rate changes on cash and equivalents
|
9.5
|
|
|
2.7
|
|
|
36.4
|
|
|||
|
Net change in cash and equivalents
|
1,436.5
|
|
|
1,141.7
|
|
|
(1,096.0
|
)
|
|||
|
Beginning balance of cash and equivalents
|
1,678.7
|
|
|
537.0
|
|
|
1,633.0
|
|
|||
|
Ending balance of cash and equivalents
|
$
|
3,115.2
|
|
|
$
|
1,678.7
|
|
|
$
|
537.0
|
|
|
(1)
|
BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
Category
|
|
Useful Life
|
|
Buildings
|
|
30 years
|
|
Leased assets and leasehold improvements
|
|
Amortized over the lesser of the economic life of the asset or the term of the lease
|
|
Machinery and equipment
|
|
3 – 10 years
|
|
Customer-leased instruments
|
|
5 – 7 years
|
|
|
Foreign Currency Translation Adjustments
|
|
Pension and Post-Retirement Plan Benefit Adjustments
|
|
Unrealized Gain on Available-For-Sale Securities
|
|
Total
|
||||||||
|
Balance, January 1, 2011
|
$
|
611.3
|
|
|
$
|
(344.8
|
)
|
|
$
|
78.9
|
|
|
$
|
345.4
|
|
|
Net current period other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
|
Increase (decrease)
|
(226.8
|
)
|
|
(261.9
|
)
|
|
30.0
|
|
|
(458.7
|
)
|
||||
|
Income tax (expense) benefit
|
—
|
|
|
90.7
|
|
|
(14.3
|
)
|
|
76.4
|
|
||||
|
Net current period other comprehensive income (loss), net of income taxes
|
(226.8
|
)
|
|
(171.2
|
)
|
|
15.7
|
|
|
(382.3
|
)
|
||||
|
Balance, December 31, 2011
|
384.5
|
|
|
(516.0
|
)
|
|
94.6
|
|
|
(36.9
|
)
|
||||
|
Net current period other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
|
Increase (decrease)
|
90.8
|
|
|
(224.6
|
)
|
|
42.5
|
|
|
(91.3
|
)
|
||||
|
Income tax (expense) benefit
|
—
|
|
|
84.9
|
|
|
(15.9
|
)
|
|
69.0
|
|
||||
|
Net current period other comprehensive income (loss), net of income taxes
|
90.8
|
|
|
(139.7
|
)
|
|
26.6
|
|
|
(22.3
|
)
|
||||
|
Balance, December 31, 2012
|
475.3
|
|
|
(655.7
|
)
|
|
121.2
|
|
|
(59.2
|
)
|
||||
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
||||||||
|
Increase (decrease)
|
(62.1
|
)
|
|
424.0
|
|
|
276.3
|
|
|
638.2
|
|
||||
|
Income tax (expense) benefit
|
—
|
|
|
(155.5
|
)
|
|
(104.5
|
)
|
|
(260.0
|
)
|
||||
|
Other comprehensive income (loss) before reclassifications, net of income taxes
|
(62.1
|
)
|
|
268.5
|
|
|
171.8
|
|
|
378.2
|
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
|
Increase (decrease)
|
—
|
|
|
32.0
|
|
(1)
|
(201.5
|
)
|
(2)
|
(169.5
|
)
|
||||
|
Income tax (expense) benefit
|
—
|
|
|
(11.5
|
)
|
|
76.5
|
|
|
65.0
|
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes
|
—
|
|
|
20.5
|
|
|
(125.0
|
)
|
|
(104.5
|
)
|
||||
|
Net current period other comprehensive income (loss), net of income taxes
|
(62.1
|
)
|
|
289.0
|
|
|
46.8
|
|
|
273.7
|
|
||||
|
Balance, December 31, 2013
|
$
|
413.2
|
|
|
$
|
(366.7
|
)
|
|
$
|
168.0
|
|
|
$
|
214.5
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
(1) Included in the computation of net periodic pension and post-retirement cost (refer to Notes 11 and 12 for additional details).
|
|||||||||||||||
|
(2) Recorded as gain on sale of marketable equity securities in the accompanying Consolidated Statement of Earnings (refer to Note 14 for additional details).
|
|||||||||||||||
|
(2)
|
ACQUISITIONS
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Trade accounts receivable
|
$
|
90.2
|
|
|
$
|
105.4
|
|
|
$
|
859.5
|
|
|
Inventories
|
10.4
|
|
|
97.0
|
|
|
812.4
|
|
|||
|
Property, plant and equipment
|
46.6
|
|
|
87.5
|
|
|
1,042.1
|
|
|||
|
Goodwill
|
584.7
|
|
|
1,015.7
|
|
|
4,164.7
|
|
|||
|
Other intangible assets, primarily customer relationships, trade names and patents
|
372.6
|
|
|
768.3
|
|
|
2,866.5
|
|
|||
|
In-process research and development
|
—
|
|
|
61.5
|
|
|
48.9
|
|
|||
|
Trade accounts payable
|
(24.2
|
)
|
|
(50.8
|
)
|
|
(278.2
|
)
|
|||
|
Other assets and liabilities, net
|
(101.6
|
)
|
|
(287.7
|
)
|
|
(1,662.9
|
)
|
|||
|
Assumed debt
|
(21.2
|
)
|
|
—
|
|
|
(1,640.4
|
)
|
|||
|
Attributable to non-controlling interest
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(1.8
|
)
|
|||
|
Net cash consideration
|
$
|
957.2
|
|
|
$
|
1,796.8
|
|
|
$
|
6,210.8
|
|
|
|
Beckman Coulter
|
|
Others
|
|
Total
|
||||||
|
Trade accounts receivable
|
$
|
783.3
|
|
|
$
|
76.2
|
|
|
$
|
859.5
|
|
|
Inventories
|
774.0
|
|
|
38.4
|
|
|
812.4
|
|
|||
|
Property, plant and equipment
|
1,036.2
|
|
|
5.9
|
|
|
1,042.1
|
|
|||
|
Goodwill
|
3,745.8
|
|
|
418.9
|
|
|
4,164.7
|
|
|||
|
Other intangible assets, primarily customer relationships, trade names and patents
|
2,612.1
|
|
|
254.4
|
|
|
2,866.5
|
|
|||
|
In-process research and development
|
48.9
|
|
|
—
|
|
|
48.9
|
|
|||
|
Trade accounts payable
|
(257.3
|
)
|
|
(20.9
|
)
|
|
(278.2
|
)
|
|||
|
Other assets and liabilities, net
|
(1,561.0
|
)
|
|
(101.9
|
)
|
|
(1,662.9
|
)
|
|||
|
Assumed debt
|
(1,640.4
|
)
|
|
—
|
|
|
(1,640.4
|
)
|
|||
|
Attributable to non-controlling interest
|
—
|
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|||
|
Net cash consideration
|
$
|
5,541.6
|
|
|
$
|
669.2
|
|
|
$
|
6,210.8
|
|
|
|
2013
|
|
2012
|
||||
|
Sales
|
$
|
19,263.1
|
|
|
$
|
18,891.7
|
|
|
Net earnings from continuing operations
|
2,698.4
|
|
|
2,322.6
|
|
||
|
Diluted net earnings per share from continuing operations
|
3.80
|
|
|
3.27
|
|
||
|
(3)
|
DISCONTINUED OPERATIONS
|
|
|
2012
|
|
2011
|
||||
|
Net sales
|
$
|
9.9
|
|
|
$
|
385.8
|
|
|
Operating expenses
|
(11.2
|
)
|
|
(328.3
|
)
|
||
|
Allocated interest expense
|
—
|
|
|
(2.0
|
)
|
||
|
(Loss) earnings before income taxes
|
(1.3
|
)
|
|
55.5
|
|
||
|
Income tax benefit (expense)
|
0.5
|
|
|
(20.2
|
)
|
||
|
(Loss) earnings from discontinued operations
|
(0.8
|
)
|
|
35.3
|
|
||
|
Gain on sale, net of $55.0 million and $126.0 million of related income taxes for the years ended December 31, 2012 and 2011, respectively
|
93.7
|
|
|
201.7
|
|
||
|
Earnings from discontinued operations, net of income taxes
|
$
|
92.9
|
|
|
$
|
237.0
|
|
|
(4)
|
SALE OF JOINT VENTURE
|
|
Fair value of consideration received:
|
|
||
|
Cash, including $66.6 of dividends received during 2013 prior to the closing of the sale
|
$
|
758.6
|
|
|
Note receivable
|
38.5
|
|
|
|
Total fair value of consideration received
|
797.1
|
|
|
|
Less book value of investment in unconsolidated joint venture
|
545.6
|
|
|
|
Less other related costs and expenses
|
21.7
|
|
|
|
Pre-tax gain on sale of unconsolidated joint venture
|
229.8
|
|
|
|
Income tax expense
|
86.2
|
|
|
|
After-tax gain on sale of unconsolidated joint venture
|
$
|
143.6
|
|
|
(5)
|
INVENTORIES
|
|
|
2013
|
|
2012
|
||||
|
Finished goods
|
$
|
885.9
|
|
|
$
|
899.9
|
|
|
Work in process
|
287.0
|
|
|
291.2
|
|
||
|
Raw materials
|
610.6
|
|
|
622.3
|
|
||
|
Total
|
$
|
1,783.5
|
|
|
$
|
1,813.4
|
|
|
(6)
|
PROPERTY, PLANT AND EQUIPMENT
|
|
|
2013
|
|
2012
|
||||
|
Land and improvements
|
$
|
189.7
|
|
|
$
|
181.0
|
|
|
Buildings
|
1,010.1
|
|
|
954.1
|
|
||
|
Machinery and equipment
|
2,279.0
|
|
|
2,210.8
|
|
||
|
Customer-leased instruments
|
1,032.0
|
|
|
757.3
|
|
||
|
Gross property, plant and equipment
|
4,510.8
|
|
|
4,103.2
|
|
||
|
Less accumulated depreciation
|
(2,299.5
|
)
|
|
(1,962.3
|
)
|
||
|
Property, plant and equipment, net
|
$
|
2,211.3
|
|
|
$
|
2,140.9
|
|
|
(7)
|
GOODWILL & OTHER INTANGIBLE ASSETS
|
|
|
Test &
Measurement
|
|
Environmental
|
|
Life
Sciences &
Diagnostics
|
|
Dental
|
|
Industrial
Technologies
|
|
Total
|
||||||||||||
|
Balance, January 1, 2012
|
$
|
3,038.0
|
|
|
$
|
1,449.2
|
|
|
$
|
5,842.0
|
|
|
$
|
2,122.1
|
|
|
$
|
2,023.0
|
|
|
$
|
14,474.3
|
|
|
Attributable to 2012 acquisitions
|
187.9
|
|
|
104.6
|
|
|
356.2
|
|
|
32.6
|
|
|
334.4
|
|
|
1,015.7
|
|
||||||
|
Foreign currency translation & other
|
(3.8
|
)
|
|
1.1
|
|
|
(59.3
|
)
|
|
13.3
|
|
|
20.7
|
|
|
(28.0
|
)
|
||||||
|
Balance, December 31, 2012
|
3,222.1
|
|
|
1,554.9
|
|
|
6,138.9
|
|
|
2,168.0
|
|
|
2,378.1
|
|
|
15,462.0
|
|
||||||
|
Attributable to 2013 acquisitions
|
67.2
|
|
|
214.1
|
|
|
256.4
|
|
|
—
|
|
|
47.0
|
|
|
584.7
|
|
||||||
|
Foreign currency translation & other
|
(22.4
|
)
|
|
82.4
|
|
|
(90.5
|
)
|
|
28.6
|
|
|
(6.6
|
)
|
|
(8.5
|
)
|
||||||
|
Balance, December 31, 2013
|
$
|
3,266.9
|
|
|
$
|
1,851.4
|
|
|
$
|
6,304.8
|
|
|
$
|
2,196.6
|
|
|
$
|
2,418.5
|
|
|
$
|
16,038.2
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
|
Finite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
|
Patents and technology
|
$
|
1,376.5
|
|
|
$
|
(606.4
|
)
|
|
$
|
1,289.2
|
|
|
$
|
(499.5
|
)
|
|
Customer relationships and other intangibles
|
3,640.0
|
|
|
(1,123.9
|
)
|
|
3,528.1
|
|
|
(863.8
|
)
|
||||
|
Total finite-lived intangibles
|
5,016.5
|
|
|
(1,730.3
|
)
|
|
4,817.3
|
|
|
(1,363.3
|
)
|
||||
|
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
||||||||
|
Trademarks and trade names
|
2,961.5
|
|
|
—
|
|
|
2,890.0
|
|
|
—
|
|
||||
|
Total intangibles
|
$
|
7,978.0
|
|
|
$
|
(1,730.3
|
)
|
|
$
|
7,707.3
|
|
|
$
|
(1,363.3
|
)
|
|
(8)
|
FAIR VALUE MEASUREMENTS
|
|
|
Quoted Prices in
Active Market
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
|||||||
|
December 31, 2013:
|
|
|
|
|
|
|
|
|||||||
|
Assets:
|
|
|
|
|
|
|
|
|||||||
|
Available-for-sale securities
|
$
|
385.2
|
|
|
—
|
|
|
—
|
|
|
$
|
385.2
|
|
|
|
Currency swap agreement
|
—
|
|
|
$
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||
|
Liabilities:
|
|
|
|
|
|
|
|
|||||||
|
Deferred compensation plans
|
—
|
|
|
70.1
|
|
|
—
|
|
|
70.1
|
|
|||
|
December 31, 2012:
|
|
|
|
|
|
|
|
|||||||
|
Assets:
|
|
|
|
|
|
|
|
|||||||
|
Available-for-sale securities
|
$
|
329.5
|
|
|
—
|
|
|
—
|
|
|
$
|
329.5
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|||||||
|
Deferred compensation plans
|
—
|
|
|
$
|
64.5
|
|
|
—
|
|
|
64.5
|
|
||
|
Currency swap agreement
|
—
|
|
|
24.9
|
|
|
—
|
|
|
24.9
|
|
|||
|
|
2013
|
|
2012
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
|
Financial assets:
|
|
|
|
|
|
|
|
||||||||
|
Available-for-sale securities
|
$
|
385.2
|
|
|
$
|
385.2
|
|
|
$
|
329.5
|
|
|
$
|
329.5
|
|
|
Currency swap agreement
|
0.1
|
|
|
0.1
|
|
|
N/A
|
|
|
N/A
|
|
||||
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Short-term borrowings
|
62.3
|
|
|
62.3
|
|
|
55.5
|
|
|
55.5
|
|
||||
|
Long-term borrowings
|
3,436.7
|
|
|
3,877.6
|
|
|
5,287.6
|
|
|
5,917.3
|
|
||||
|
Currency swap agreement
|
N/A
|
|
|
N/A
|
|
|
24.9
|
|
|
24.9
|
|
||||
|
(9)
|
ACCRUED EXPENSES AND OTHER LIABILITIES
|
|
|
2013
|
|
2012
|
||||||||||||
|
|
Current
|
|
Non-Current
|
|
Current
|
|
Non-Current
|
||||||||
|
Compensation and benefits
|
$
|
773.9
|
|
|
$
|
332.7
|
|
|
$
|
767.7
|
|
|
$
|
332.1
|
|
|
Restructuring
|
91.2
|
|
|
—
|
|
|
103.7
|
|
|
—
|
|
||||
|
Claims, including self-insurance and litigation
|
125.8
|
|
|
86.5
|
|
|
126.9
|
|
|
82.9
|
|
||||
|
Pension and post-retirement benefits
|
118.0
|
|
|
869.1
|
|
|
68.2
|
|
|
1,367.2
|
|
||||
|
Environmental and regulatory compliance
|
40.9
|
|
|
91.9
|
|
|
48.3
|
|
|
94.2
|
|
||||
|
Taxes, income and other
|
224.9
|
|
|
2,614.0
|
|
|
194.5
|
|
|
2,286.3
|
|
||||
|
Deferred revenue
|
686.5
|
|
|
170.2
|
|
|
730.0
|
|
|
105.2
|
|
||||
|
Sales and product allowances
|
173.4
|
|
|
2.6
|
|
|
171.5
|
|
|
2.0
|
|
||||
|
Warranty
|
128.5
|
|
|
12.7
|
|
|
125.7
|
|
|
15.0
|
|
||||
|
Other
|
323.8
|
|
|
77.0
|
|
|
267.8
|
|
|
78.5
|
|
||||
|
Total
|
$
|
2,686.9
|
|
|
$
|
4,256.7
|
|
|
$
|
2,604.3
|
|
|
$
|
4,363.4
|
|
|
(10)
|
FINANCING
|
|
|
2013
|
|
2012
|
||||
|
Commercial paper
|
$
|
450.0
|
|
|
$
|
1,224.5
|
|
|
4.5% guaranteed Eurobond Notes due 2013 (€500 million) (the “Eurobond Notes”)
|
—
|
|
|
659.8
|
|
||
|
Floating rate senior notes due 2013 (the “2013 Notes”)
|
—
|
|
|
300.0
|
|
||
|
1.3% senior unsecured notes due 2014 (the “2014 Notes”)
|
400.0
|
|
|
400.0
|
|
||
|
2.3% senior unsecured notes due 2016 (the “2016 Notes”)
|
500.0
|
|
|
500.0
|
|
||
|
5.625% senior unsecured notes due 2018 (the “2018 Notes”)
|
500.0
|
|
|
500.0
|
|
||
|
5.4% senior unsecured notes due 2019 (the “2019 Notes”)
|
750.0
|
|
|
750.0
|
|
||
|
3.9% senior unsecured notes due 2021 (the “2021 Notes”)
|
600.0
|
|
|
600.0
|
|
||
|
Zero-coupon LYONs due 2021
|
154.1
|
|
|
281.4
|
|
||
|
Other
|
144.9
|
|
|
127.4
|
|
||
|
Subtotal
|
3,499.0
|
|
|
5,343.1
|
|
||
|
Less currently payable
|
62.3
|
|
|
55.5
|
|
||
|
Long-term debt
|
$
|
3,436.7
|
|
|
$
|
5,287.6
|
|
|
(11)
|
PENSION BENEFIT PLANS
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Change in pension benefit obligation:
|
|
|
|
|
|
|
|
||||||||
|
Benefit obligation at beginning of year
|
$
|
2,506.2
|
|
|
$
|
2,316.1
|
|
|
$
|
1,228.2
|
|
|
$
|
1,038.5
|
|
|
Service cost
|
5.5
|
|
|
5.6
|
|
|
27.4
|
|
|
23.9
|
|
||||
|
Interest cost
|
97.4
|
|
|
101.8
|
|
|
41.1
|
|
|
42.5
|
|
||||
|
Employee contributions
|
—
|
|
|
—
|
|
|
6.7
|
|
|
6.5
|
|
||||
|
Benefits paid and other
|
(160.7
|
)
|
|
(163.6
|
)
|
|
(48.3
|
)
|
|
(41.5
|
)
|
||||
|
Acquisitions
|
—
|
|
|
—
|
|
|
30.7
|
|
|
37.1
|
|
||||
|
Actuarial (gain) loss
|
(165.3
|
)
|
|
277.8
|
|
|
(22.1
|
)
|
|
108.3
|
|
||||
|
Amendments, settlements and curtailments
|
(1.9
|
)
|
|
(31.5
|
)
|
|
(10.8
|
)
|
|
(13.5
|
)
|
||||
|
Foreign exchange rate impact
|
—
|
|
|
—
|
|
|
19.4
|
|
|
26.4
|
|
||||
|
Benefit obligation at end of year
|
2,281.2
|
|
|
2,506.2
|
|
|
1,272.3
|
|
|
1,228.2
|
|
||||
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
|
Fair value of plan assets at beginning of year
|
1,800.0
|
|
|
1,735.4
|
|
|
755.4
|
|
|
642.9
|
|
||||
|
Actual return on plan assets
|
284.6
|
|
|
202.7
|
|
|
56.2
|
|
|
53.7
|
|
||||
|
Employer contributions
|
4.3
|
|
|
55.4
|
|
|
53.4
|
|
|
53.0
|
|
||||
|
Employee contributions
|
—
|
|
|
—
|
|
|
6.7
|
|
|
6.5
|
|
||||
|
Plan settlements
|
(1.9
|
)
|
|
(29.9
|
)
|
|
(9.0
|
)
|
|
(13.4
|
)
|
||||
|
Benefits paid and other
|
(160.7
|
)
|
|
(163.6
|
)
|
|
(48.3
|
)
|
|
(41.5
|
)
|
||||
|
Acquisitions
|
—
|
|
|
—
|
|
|
10.6
|
|
|
36.1
|
|
||||
|
Foreign exchange rate impact
|
—
|
|
|
—
|
|
|
9.9
|
|
|
18.1
|
|
||||
|
Fair value of plan assets at end of year
|
1,926.3
|
|
|
1,800.0
|
|
|
834.9
|
|
|
755.4
|
|
||||
|
Funded status
|
$
|
(354.9
|
)
|
|
$
|
(706.2
|
)
|
|
$
|
(437.4
|
)
|
|
$
|
(472.8
|
)
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
|
Discount rate
|
4.80
|
%
|
|
3.90
|
%
|
|
3.60
|
%
|
|
3.45
|
%
|
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
3.05
|
%
|
|
3.00
|
%
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
Service cost
|
$
|
5.5
|
|
|
$
|
5.6
|
|
|
$
|
27.4
|
|
|
$
|
23.9
|
|
|
Interest cost
|
97.4
|
|
|
101.8
|
|
|
41.1
|
|
|
42.5
|
|
||||
|
Expected return on plan assets
|
(125.1
|
)
|
|
(129.9
|
)
|
|
(34.3
|
)
|
|
(32.8
|
)
|
||||
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
|
Amortization of net loss
|
31.4
|
|
|
44.3
|
|
|
7.5
|
|
|
4.7
|
|
||||
|
Curtailment and settlement losses (gains) recognized
|
—
|
|
|
0.3
|
|
|
(1.2
|
)
|
|
1.5
|
|
||||
|
Net periodic pension cost
|
$
|
9.2
|
|
|
$
|
22.1
|
|
|
$
|
40.3
|
|
|
$
|
39.6
|
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
|
Discount rate
|
3.90
|
%
|
|
4.50
|
%
|
|
3.45
|
%
|
|
4.10
|
%
|
|
Expected long-term return on plan assets
|
7.50
|
%
|
|
7.50
|
%
|
|
4.65
|
%
|
|
4.95
|
%
|
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
3.00
|
%
|
|
3.00
|
%
|
|
|
Quoted Prices in
Active Market
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
Cash and equivalents
|
$
|
28.3
|
|
|
—
|
|
|
—
|
|
|
$
|
28.3
|
|
||
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
|
Common stock
|
278.5
|
|
|
$
|
25.2
|
|
|
—
|
|
|
303.7
|
|
|||
|
Preferred stock
|
15.9
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
||||
|
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
|
Corporate bonds
|
—
|
|
|
152.0
|
|
|
—
|
|
|
152.0
|
|
||||
|
Government issued
|
—
|
|
|
23.5
|
|
|
—
|
|
|
23.5
|
|
||||
|
Mutual funds
|
395.2
|
|
|
512.0
|
|
|
—
|
|
|
907.2
|
|
||||
|
Common/collective trusts
|
—
|
|
|
792.7
|
|
|
—
|
|
|
792.7
|
|
||||
|
Venture capital, partnerships and other private investments
|
—
|
|
|
—
|
|
|
$
|
427.3
|
|
|
427.3
|
|
|||
|
Insurance contracts
|
—
|
|
|
110.6
|
|
|
—
|
|
|
110.6
|
|
||||
|
Total
|
$
|
717.9
|
|
|
$
|
1,616.0
|
|
|
$
|
427.3
|
|
|
$
|
2,761.2
|
|
|
|
Quoted Prices in
Active Market
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
Cash and equivalents
|
$
|
22.5
|
|
|
—
|
|
|
—
|
|
|
$
|
22.5
|
|
||
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
|
Common stock
|
298.5
|
|
|
$
|
21.4
|
|
|
—
|
|
|
319.9
|
|
|||
|
Preferred stock
|
15.1
|
|
|
—
|
|
|
—
|
|
|
15.1
|
|
||||
|
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
|
Corporate bonds
|
—
|
|
|
155.9
|
|
|
—
|
|
|
155.9
|
|
||||
|
Government issued
|
—
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
||||
|
Mutual funds
|
540.2
|
|
|
414.4
|
|
|
—
|
|
|
954.6
|
|
||||
|
Common/collective trusts
|
—
|
|
|
664.9
|
|
|
—
|
|
|
664.9
|
|
||||
|
Venture capital, partnerships and other private investments
|
—
|
|
|
—
|
|
|
$
|
314.4
|
|
|
314.4
|
|
|||
|
Insurance contracts
|
—
|
|
|
103.1
|
|
|
—
|
|
|
103.1
|
|
||||
|
Total
|
$
|
876.3
|
|
|
$
|
1,364.7
|
|
|
$
|
314.4
|
|
|
$
|
2,555.4
|
|
|
Balance, January 1, 2012
|
$
|
315.9
|
|
|
Actual return on plan assets:
|
|
||
|
Relating to assets sold during the period
|
5.8
|
|
|
|
Relating to assets still held as of December 31, 2012
|
16.5
|
|
|
|
Purchases
|
15.5
|
|
|
|
Sales
|
(39.3
|
)
|
|
|
Balance, December 31, 2012
|
$
|
314.4
|
|
|
Actual return on plan assets:
|
|
||
|
Relating to assets sold during the period
|
(0.1
|
)
|
|
|
Relating to assets still held as of December 31, 2013
|
24.0
|
|
|
|
Purchases
|
150.2
|
|
|
|
Sales
|
(61.2
|
)
|
|
|
Balance, December 31, 2013
|
$
|
427.3
|
|
|
|
U.S. Pension
Plans |
|
Non-U.S. Pension Plans
|
|
All Pension
Plans
|
||||||
|
2014
|
$
|
145.1
|
|
|
$
|
44.9
|
|
|
$
|
190.0
|
|
|
2015
|
148.8
|
|
|
49.1
|
|
|
197.9
|
|
|||
|
2016
|
151.8
|
|
|
49.3
|
|
|
201.1
|
|
|||
|
2017
|
155.3
|
|
|
49.2
|
|
|
204.5
|
|
|||
|
2018
|
157.3
|
|
|
52.2
|
|
|
209.5
|
|
|||
|
2019 – 2023
|
791.0
|
|
|
283.1
|
|
|
1,074.1
|
|
|||
|
(12)
|
OTHER POST-RETIREMENT EMPLOYEE BENEFIT PLANS
|
|
|
2013
|
|
2012
|
||||
|
Change in benefit obligation:
|
|
|
|
||||
|
Benefit obligation at beginning of year
|
$
|
256.4
|
|
|
$
|
264.8
|
|
|
Service cost
|
1.5
|
|
|
1.9
|
|
||
|
Interest cost
|
9.1
|
|
|
11.0
|
|
||
|
Amendments, curtailments and other
|
(32.5
|
)
|
|
(0.8
|
)
|
||
|
Actuarial gain
|
(26.1
|
)
|
|
(11.7
|
)
|
||
|
Acquisitions
|
—
|
|
|
4.6
|
|
||
|
Retiree contributions
|
6.0
|
|
|
8.6
|
|
||
|
Benefits paid
|
(19.6
|
)
|
|
(22.0
|
)
|
||
|
Benefit obligation at end of year
|
194.8
|
|
|
256.4
|
|
||
|
Change in plan assets:
|
|
|
|
||||
|
Fair value of plan assets
|
—
|
|
|
—
|
|
||
|
Funded status
|
$
|
(194.8
|
)
|
|
$
|
(256.4
|
)
|
|
|
2013
|
|
2012
|
||
|
Discount rate
|
4.80
|
%
|
|
3.90
|
%
|
|
Medical trend rate – initial
|
7.30
|
%
|
|
7.50
|
%
|
|
Medical trend rate – grading period
|
15 years
|
|
|
16 years
|
|
|
Medical trend rate – ultimate
|
4.50
|
%
|
|
4.50
|
%
|
|
|
1% Increase
|
|
1% Decrease
|
||||
|
Effect on the total of service and interest cost components
|
$
|
1.1
|
|
|
$
|
(0.7
|
)
|
|
Effect on post-retirement medical benefit obligation
|
8.4
|
|
|
(6.9
|
)
|
||
|
|
2013
|
|
2012
|
||||
|
Service cost
|
$
|
1.5
|
|
|
$
|
1.9
|
|
|
Interest cost
|
9.1
|
|
|
11.0
|
|
||
|
Amortization of loss
|
1.4
|
|
|
2.8
|
|
||
|
Amortization of prior service credit
|
(6.9
|
)
|
|
(5.7
|
)
|
||
|
Net periodic benefit cost
|
$
|
5.1
|
|
|
$
|
10.0
|
|
|
|
Amount
|
||
|
2014
|
$
|
18.0
|
|
|
2015
|
17.8
|
|
|
|
2016
|
17.8
|
|
|
|
2017
|
17.8
|
|
|
|
2018
|
17.7
|
|
|
|
2019 – 2023
|
79.5
|
|
|
|
(13)
|
INCOME TAXES FROM CONTINUING OPERATIONS
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
United States
|
$
|
1,713.7
|
|
|
$
|
1,349.9
|
|
|
$
|
1,168.1
|
|
|
International
|
1,852.3
|
|
|
1,660.9
|
|
|
1,279.7
|
|
|||
|
Total
|
$
|
3,566.0
|
|
|
$
|
3,010.8
|
|
|
$
|
2,447.8
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Current:
|
|
|
|
|
|
||||||
|
Federal U.S.
|
$
|
292.5
|
|
|
$
|
290.5
|
|
|
$
|
(6.3
|
)
|
|
Non-U.S.
|
247.6
|
|
|
197.2
|
|
|
206.0
|
|
|||
|
State and local
|
76.3
|
|
|
38.9
|
|
|
41.4
|
|
|||
|
Deferred:
|
|
|
|
|
|
||||||
|
Federal U.S.
|
239.5
|
|
|
175.0
|
|
|
265.9
|
|
|||
|
Non-U.S.
|
13.3
|
|
|
0.8
|
|
|
(13.3
|
)
|
|||
|
State and local
|
1.8
|
|
|
9.1
|
|
|
18.8
|
|
|||
|
Income tax provision
|
$
|
871.0
|
|
|
$
|
711.5
|
|
|
$
|
512.5
|
|
|
|
2013
|
|
2012
|
||||
|
Deferred tax assets:
|
|
|
|
||||
|
Allowance for doubtful accounts
|
$
|
26.1
|
|
|
$
|
18.2
|
|
|
Inventories
|
116.8
|
|
|
113.9
|
|
||
|
Pension and post-retirement benefits
|
298.3
|
|
|
397.8
|
|
||
|
Environmental and regulatory compliance
|
27.5
|
|
|
26.5
|
|
||
|
Other accruals and prepayments
|
297.5
|
|
|
442.3
|
|
||
|
Stock-based compensation expense
|
118.7
|
|
|
111.1
|
|
||
|
Tax credit and loss carryforwards
|
801.0
|
|
|
916.4
|
|
||
|
Other
|
2.9
|
|
|
22.0
|
|
||
|
Valuation allowances
|
(398.0
|
)
|
|
(382.5
|
)
|
||
|
Total deferred tax asset
|
1,290.8
|
|
|
1,665.7
|
|
||
|
Deferred tax liabilities:
|
|
|
|
||||
|
Property, plant and equipment
|
(135.3
|
)
|
|
(214.2
|
)
|
||
|
Insurance, including self-insurance
|
(616.4
|
)
|
|
(381.2
|
)
|
||
|
Basis difference in LYONs
|
(57.2
|
)
|
|
(99.7
|
)
|
||
|
Goodwill and other intangibles
|
(2,086.9
|
)
|
|
(2,146.3
|
)
|
||
|
Deferred service income
|
—
|
|
|
(71.6
|
)
|
||
|
Unrealized gains on marketable securities
|
(104.5
|
)
|
|
(72.7
|
)
|
||
|
Total deferred tax liability
|
(3,000.3
|
)
|
|
(2,985.7
|
)
|
||
|
Net deferred tax liability
|
$
|
(1,709.5
|
)
|
|
$
|
(1,320.0
|
)
|
|
|
Percentage of Pre-Tax Earnings
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
|
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
Increase (decrease) in tax rate resulting from:
|
|
|
|
|
|
|||
|
State income taxes (net of federal income tax benefit)
|
1.1
|
|
|
1.1
|
|
|
1.0
|
|
|
Foreign income taxed at lower rate than U.S. statutory rate
|
(12.6
|
)
|
|
(14.1
|
)
|
|
(12.8
|
)
|
|
Resolution and adjustments of uncertain tax positions/statute expirations
|
0.5
|
|
|
(0.3
|
)
|
|
(2.4
|
)
|
|
Acquisition costs
|
0.1
|
|
|
0.1
|
|
|
0.4
|
|
|
Research and experimentation credits and other
|
0.3
|
|
|
1.8
|
|
|
(0.3
|
)
|
|
Effective income tax rate
|
24.4
|
%
|
|
23.6
|
%
|
|
20.9
|
%
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Unrecognized tax benefits, beginning of year
|
$
|
613.2
|
|
|
$
|
518.3
|
|
|
$
|
517.5
|
|
|
Additions based on tax positions related to the current year
|
47.8
|
|
|
60.8
|
|
|
46.6
|
|
|||
|
Additions for tax positions of prior years
|
166.9
|
|
|
94.7
|
|
|
77.1
|
|
|||
|
Reductions for tax positions of prior years
|
(57.4
|
)
|
|
(38.4
|
)
|
|
(59.7
|
)
|
|||
|
Acquisitions and other
|
18.2
|
|
|
19.7
|
|
|
85.5
|
|
|||
|
Lapse of statute of limitations
|
(96.1
|
)
|
|
(20.7
|
)
|
|
(124.3
|
)
|
|||
|
Settlements
|
(3.8
|
)
|
|
(23.2
|
)
|
|
(21.2
|
)
|
|||
|
Effect of foreign currency translation
|
0.2
|
|
|
2.0
|
|
|
(3.2
|
)
|
|||
|
Unrecognized tax benefits, end of year
|
$
|
689.0
|
|
|
$
|
613.2
|
|
|
$
|
518.3
|
|
|
(14)
|
OTHER INCOME (EXPENSE)
|
|
(15)
|
RESTRUCTURING AND OTHER RELATED CHARGES
|
|
(16)
|
LEASES AND COMMITMENTS
|
|
Balance, January 1, 2012
|
$
|
136.9
|
|
|
Accruals for warranties issued during the period
|
134.0
|
|
|
|
Settlements made
|
(134.9
|
)
|
|
|
Additions due to acquisitions
|
4.1
|
|
|
|
Effect of foreign currency translation
|
0.6
|
|
|
|
Balance, December 31, 2012
|
140.7
|
|
|
|
Accruals for warranties issued during the period
|
137.1
|
|
|
|
Settlements made
|
(140.1
|
)
|
|
|
Additions due to acquisitions
|
4.0
|
|
|
|
Effect of foreign currency translation
|
(0.5
|
)
|
|
|
Balance, December 31, 2013
|
$
|
141.2
|
|
|
(17)
|
LITIGATION AND CONTINGENCIES
|
|
(18)
|
STOCK TRANSACTIONS AND STOCK-BASED COMPENSATION
|
|
|
Year Ended December 31
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
|
Risk-free interest rate
|
1.0 – 2.3%
|
|
|
0.7 – 1.7%
|
|
|
1.2 – 3.2%
|
|
|
Weighted average volatility
|
23.6
|
%
|
|
30.1
|
%
|
|
28.0
|
%
|
|
Dividend yield
|
0.2
|
%
|
|
0.2
|
%
|
|
0.2
|
%
|
|
Expected years until exercise
|
6.0 – 8.5
|
|
|
6.0 – 8.5
|
|
|
6.0 – 8.5
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
RSUs and restricted shares:
|
|
|
|
|
|
||||||
|
Pre-tax compensation expense
|
$
|
69.4
|
|
|
$
|
61.1
|
|
|
$
|
47.9
|
|
|
Income tax benefit
|
(20.8
|
)
|
|
(19.6
|
)
|
|
(17.8
|
)
|
|||
|
RSU and restricted share expense, net of income taxes
|
48.6
|
|
|
41.5
|
|
|
30.1
|
|
|||
|
Stock options:
|
|
|
|
|
|
||||||
|
Pre-tax compensation expense
|
48.3
|
|
|
48.8
|
|
|
47.7
|
|
|||
|
Income tax benefit
|
(14.8
|
)
|
|
(15.0
|
)
|
|
(14.6
|
)
|
|||
|
Stock option expense, net of income taxes
|
33.5
|
|
|
33.8
|
|
|
33.1
|
|
|||
|
Total stock-based compensation:
|
|
|
|
|
|
||||||
|
Pre-tax compensation expense
|
117.7
|
|
|
109.9
|
|
|
95.6
|
|
|||
|
Income tax benefit
|
(35.6
|
)
|
|
(34.6
|
)
|
|
(32.4
|
)
|
|||
|
Total stock-based compensation expense, net of income taxes
|
$
|
82.1
|
|
|
$
|
75.3
|
|
|
$
|
63.2
|
|
|
|
Options
|
|
Weighted
Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Term
(in Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
|
Outstanding as of January 1, 2011
|
34,820
|
|
|
$
|
30.31
|
|
|
|
|
|
||
|
Granted
|
3,807
|
|
|
50.02
|
|
|
|
|
|
|||
|
Exercised
|
(4,488
|
)
|
|
25.73
|
|
|
|
|
|
|||
|
Cancelled/forfeited
|
(1,685
|
)
|
|
35.62
|
|
|
|
|
|
|||
|
Outstanding as of December 31, 2011
|
32,454
|
|
|
32.98
|
|
|
|
|
|
|||
|
Granted
|
4,268
|
|
|
52.21
|
|
|
|
|
|
|||
|
Exercised
|
(8,133
|
)
|
|
25.25
|
|
|
|
|
|
|||
|
Cancelled/forfeited
|
(1,217
|
)
|
|
40.52
|
|
|
|
|
|
|||
|
Outstanding as of December 31, 2012
|
27,372
|
|
|
37.94
|
|
|
|
|
|
|||
|
Granted
|
3,749
|
|
|
64.73
|
|
|
|
|
|
|||
|
Exercised
|
(5,077
|
)
|
|
31.19
|
|
|
|
|
|
|||
|
Cancelled/forfeited
|
(1,073
|
)
|
|
47.35
|
|
|
|
|
|
|||
|
Outstanding as of December 31, 2013
|
24,971
|
|
|
$
|
42.93
|
|
|
6
|
|
$
|
855,821
|
|
|
Vested and Expected to Vest as of December 31, 2013
(1)
|
24,301
|
|
|
$
|
42.54
|
|
|
6
|
|
$
|
842,341
|
|
|
Vested as of December 31, 2013
|
13,203
|
|
|
$
|
35.21
|
|
|
4
|
|
$
|
554,459
|
|
|
(1)
|
The “Expected to Vest” options are the net unvested options that remain after applying the pre-vesting forfeiture rate assumption to total unvested options.
|
|
|
Outstanding
|
|
Exercisable
|
||||||||||||
|
Exercise Price
|
Shares
(in Thousands)
|
|
Average
Exercise Price
|
|
Average
Remaining
Life
|
|
Shares
(in Thousands)
|
|
Average
Exercise Price
|
||||||
|
$22.62 to $31.26
|
6,011
|
|
|
$
|
28.44
|
|
|
3
|
|
5,092
|
|
|
$
|
28.61
|
|
|
$31.27 to $38.81
|
6,709
|
|
|
36.51
|
|
|
5
|
|
5,034
|
|
|
36.17
|
|
||
|
$38.82 to $49.59
|
3,596
|
|
|
44.51
|
|
|
6
|
|
2,092
|
|
|
41.25
|
|
||
|
$49.60 to $60.98
|
4,992
|
|
|
51.85
|
|
|
8
|
|
965
|
|
|
51.20
|
|
||
|
$60.99 to $72.63
|
3,663
|
|
|
64.75
|
|
|
9
|
|
20
|
|
|
67.17
|
|
||
|
|
Number of RSUs/Restricted
Shares (in Thousands)
|
|
Weighted Average
Grant-Date Fair Value
|
|||
|
Unvested as of January 1, 2011
|
5,153
|
|
|
$
|
33.77
|
|
|
Granted
|
1,628
|
|
|
49.96
|
|
|
|
Vested
|
(405
|
)
|
|
35.81
|
|
|
|
Forfeited
|
(397
|
)
|
|
38.59
|
|
|
|
Unvested as of December 31, 2011
|
5,979
|
|
|
37.72
|
|
|
|
Granted
|
1,776
|
|
|
52.26
|
|
|
|
Vested
|
(1,704
|
)
|
|
34.86
|
|
|
|
Forfeited
|
(466
|
)
|
|
36.84
|
|
|
|
Unvested as of December 31, 2012
|
5,585
|
|
|
43.29
|
|
|
|
Granted
|
1,588
|
|
|
64.83
|
|
|
|
Vested
|
(1,417
|
)
|
|
38.66
|
|
|
|
Forfeited
|
(538
|
)
|
|
43.90
|
|
|
|
Unvested as of December 31, 2013
|
5,218
|
|
|
51.04
|
|
|
|
(19)
|
NET EARNINGS PER SHARE FROM CONTINUING OPERATIONS
|
|
For the Year Ended December 31, 2013:
|
Net Earnings from
Continuing Operations
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
|
Basic EPS
|
$
|
2,695.0
|
|
|
696.0
|
|
|
$
|
3.87
|
|
|
Adjustment for interest on convertible debentures
|
3.3
|
|
|
—
|
|
|
|
|||
|
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs
|
—
|
|
|
8.7
|
|
|
|
|||
|
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
6.3
|
|
|
|
|||
|
Diluted EPS
|
$
|
2,698.3
|
|
|
711.0
|
|
|
$
|
3.80
|
|
|
|
|
|
|
|
|
|||||
|
For the Year Ended December 31, 2012:
|
|
|
|
|
|
|||||
|
Basic EPS
|
$
|
2,299.3
|
|
|
693.4
|
|
|
$
|
3.32
|
|
|
Adjustment for interest on convertible debentures
|
5.7
|
|
|
—
|
|
|
|
|||
|
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs
|
—
|
|
|
9.8
|
|
|
|
|||
|
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
9.9
|
|
|
|
|||
|
Diluted EPS
|
$
|
2,305.0
|
|
|
713.1
|
|
|
$
|
3.23
|
|
|
|
|
|
|
|
|
|||||
|
For the Year Ended December 31, 2011:
|
|
|
|
|
|
|||||
|
Basic EPS
|
$
|
1,935.3
|
|
|
676.2
|
|
|
$
|
2.86
|
|
|
Adjustment for interest on convertible debentures
|
7.1
|
|
|
—
|
|
|
|
|||
|
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs
|
—
|
|
|
11.3
|
|
|
|
|||
|
Incremental shares from assumed conversion of the convertible debentures
|
—
|
|
|
13.7
|
|
|
|
|||
|
Diluted EPS
|
$
|
1,942.4
|
|
|
701.2
|
|
|
$
|
2.77
|
|
|
(20)
|
SEGMENT INFORMATION
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Total sales:
|
|
|
|
|
|
||||||
|
Test & Measurement
|
$
|
3,417.3
|
|
|
$
|
3,381.0
|
|
|
$
|
3,390.9
|
|
|
Environmental
|
3,316.9
|
|
|
3,063.5
|
|
|
2,939.6
|
|
|||
|
Life Sciences & Diagnostics
|
6,856.4
|
|
|
6,485.1
|
|
|
4,627.4
|
|
|||
|
Dental
|
2,094.9
|
|
|
2,022.9
|
|
|
2,011.2
|
|
|||
|
Industrial Technologies
|
3,432.5
|
|
|
3,307.9
|
|
|
3,121.4
|
|
|||
|
Total
|
$
|
19,118.0
|
|
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
|
|
|
|
|
|
||||||
|
Operating profit:
|
|
|
|
|
|
||||||
|
Test & Measurement
|
$
|
669.5
|
|
|
$
|
701.2
|
|
|
$
|
751.2
|
|
|
Environmental
|
696.5
|
|
|
652.5
|
|
|
622.7
|
|
|||
|
Life Sciences & Diagnostics
|
1,009.8
|
|
|
861.1
|
|
|
402.3
|
|
|||
|
Dental
|
304.9
|
|
|
293.1
|
|
|
236.1
|
|
|||
|
Industrial Technologies
|
722.9
|
|
|
685.6
|
|
|
655.0
|
|
|||
|
Equity method earnings related to Apex joint venture
|
—
|
|
|
69.9
|
|
|
66.8
|
|
|||
|
Other
|
(128.7
|
)
|
|
(98.3
|
)
|
|
(116.9
|
)
|
|||
|
Total
|
$
|
3,274.9
|
|
|
$
|
3,165.1
|
|
|
$
|
2,617.2
|
|
|
|
|
|
|
|
|
||||||
|
Identifiable assets (including assets held for sale):
|
|
|
|
|
|
||||||
|
Test & Measurement
|
$
|
5,495.0
|
|
|
$
|
5,505.8
|
|
|
$
|
5,280.6
|
|
|
Environmental
|
3,584.5
|
|
|
3,146.6
|
|
|
2,784.8
|
|
|||
|
Life Sciences & Diagnostics
|
13,614.7
|
|
|
13,305.2
|
|
|
12,888.4
|
|
|||
|
Dental
|
4,095.1
|
|
|
4,079.9
|
|
|
4,047.5
|
|
|||
|
Industrial Technologies
|
4,363.6
|
|
|
4,235.6
|
|
|
3,394.9
|
|
|||
|
Other
|
3,519.3
|
|
|
2,667.9
|
|
|
1,553.3
|
|
|||
|
Total
|
$
|
34,672.2
|
|
|
$
|
32,941.0
|
|
|
$
|
29,949.5
|
|
|
|
|
|
|
|
|
||||||
|
Depreciation and amortization:
|
|
|
|
|
|
||||||
|
Test & Measurement
|
$
|
135.1
|
|
|
$
|
132.3
|
|
|
$
|
126.6
|
|
|
Environmental
|
62.7
|
|
|
48.9
|
|
|
45.9
|
|
|||
|
Life Sciences & Diagnostics
|
517.3
|
|
|
478.2
|
|
|
297.2
|
|
|||
|
Dental
|
83.3
|
|
|
92.4
|
|
|
94.0
|
|
|||
|
Industrial Technologies
|
89.2
|
|
|
80.8
|
|
|
65.8
|
|
|||
|
Other
|
7.4
|
|
|
7.2
|
|
|
5.5
|
|
|||
|
Total
|
$
|
895.0
|
|
|
$
|
839.8
|
|
|
$
|
635.0
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Capital expenditures, gross:
|
|
|
|
|
|
||||||
|
Test & Measurement
|
$
|
38.8
|
|
|
$
|
37.5
|
|
|
$
|
37.7
|
|
|
Environmental
|
46.5
|
|
|
29.5
|
|
|
29.1
|
|
|||
|
Life Sciences & Diagnostics
|
386.7
|
|
|
296.8
|
|
|
167.0
|
|
|||
|
Dental
|
30.7
|
|
|
30.2
|
|
|
35.4
|
|
|||
|
Industrial Technologies
|
47.1
|
|
|
49.0
|
|
|
51.3
|
|
|||
|
Other
|
1.7
|
|
|
15.3
|
|
|
14.0
|
|
|||
|
Total
|
$
|
551.5
|
|
|
$
|
458.3
|
|
|
$
|
334.5
|
|
|
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Sales:
|
|
|
|
|
|
||||||
|
United States
|
$
|
8,109.3
|
|
|
$
|
7,809.8
|
|
|
$
|
6,787.8
|
|
|
China
|
1,631.8
|
|
|
1,443.5
|
|
|
1,133.2
|
|
|||
|
Germany
|
1,182.8
|
|
|
1,111.3
|
|
|
1,189.0
|
|
|||
|
Japan
|
777.7
|
|
|
892.8
|
|
|
809.4
|
|
|||
|
All other (each country individually less than 5% of total sales)
|
7,416.4
|
|
|
7,003.0
|
|
|
6,171.1
|
|
|||
|
Total
|
$
|
19,118.0
|
|
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
Long-lived assets (including assets held for sale):
|
|
|
|
|
|
||||||
|
United States
|
$
|
15,673.7
|
|
|
$
|
15,980.8
|
|
|
$
|
16,433.0
|
|
|
Germany
|
1,939.7
|
|
|
1,957.1
|
|
|
1,455.8
|
|
|||
|
All other (each country individually less than 5% of total long-lived assets)
|
7,945.1
|
|
|
7,415.3
|
|
|
5,788.3
|
|
|||
|
Total
|
$
|
25,558.5
|
|
|
$
|
25,353.2
|
|
|
$
|
23,677.1
|
|
|
($ in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
|
Analytical & physical instrumentation
|
$
|
6,278.5
|
|
|
$
|
6,000.8
|
|
|
$
|
5,920.9
|
|
|
Medical & dental products
|
8,958.0
|
|
|
8,509.1
|
|
|
6,653.5
|
|
|||
|
Motion & industrial automation controls
|
1,559.1
|
|
|
1,592.4
|
|
|
1,677.1
|
|
|||
|
Product identification
|
1,551.5
|
|
|
1,410.3
|
|
|
1,162.1
|
|
|||
|
All other
|
770.9
|
|
|
747.8
|
|
|
676.9
|
|
|||
|
Total
|
$
|
19,118.0
|
|
|
$
|
18,260.4
|
|
|
$
|
16,090.5
|
|
|
(21)
|
QUARTERLY DATA-UNAUDITED ($ in millions, except per share data)
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
||||||||
|
2013:
|
|
|
|
|
|
|
|
|
||||||||
|
Net sales
|
$
|
4,444.7
|
|
|
$
|
4,737.5
|
|
|
$
|
4,669.1
|
|
|
$
|
5,266.7
|
|
|
|
Gross profit
|
2,325.7
|
|
|
2,495.5
|
|
|
2,424.7
|
|
|
2,711.7
|
|
|
||||
|
Operating profit
|
730.9
|
|
|
843.6
|
|
|
812.4
|
|
|
888.0
|
|
|
||||
|
Net earnings
|
691.9
|
|
|
616.8
|
|
|
597.0
|
|
|
789.3
|
|
|
||||
|
Net earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
1.00
|
|
|
$
|
0.89
|
|
|
$
|
0.86
|
|
|
$
|
1.13
|
|
*
|
|
Diluted
|
$
|
0.98
|
|
|
$
|
0.87
|
|
|
$
|
0.84
|
|
|
$
|
1.11
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
2012:
|
|
|
|
|
|
|
|
|
||||||||
|
Net sales
|
$
|
4,316.2
|
|
|
$
|
4,553.5
|
|
|
$
|
4,415.5
|
|
|
$
|
4,975.2
|
|
|
|
Gross profit
|
2,235.5
|
|
|
2,355.5
|
|
|
2,278.0
|
|
|
2,545.3
|
|
|
||||
|
Operating profit
|
734.9
|
|
|
811.3
|
|
|
755.8
|
|
|
863.1
|
|
|
||||
|
Net earnings from continuing operations
|
520.0
|
|
|
600.2
|
|
|
548.7
|
|
|
630.4
|
|
|
||||
|
Net earnings
|
612.9
|
|
|
600.2
|
|
|
548.7
|
|
|
630.4
|
|
|
||||
|
Net earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.75
|
|
|
$
|
0.86
|
|
|
$
|
0.79
|
|
|
$
|
0.91
|
|
*
|
|
Diluted
|
$
|
0.73
|
|
|
$
|
0.84
|
|
|
$
|
0.77
|
|
|
$
|
0.89
|
|
|
|
Net earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.89
|
|
|
$
|
0.86
|
|
|
$
|
0.79
|
|
|
$
|
0.91
|
|
|
|
Diluted
|
$
|
0.86
|
|
|
$
|
0.84
|
|
|
$
|
0.77
|
|
|
$
|
0.89
|
|
|
|
a)
|
The following documents are filed as part of this report.
|
|
(1)
|
Financial Statements. The financial statements are set forth under “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
|
|
(2)
|
Schedules. An index of Exhibits and Schedules is on page 104 of this report. Schedules other than those listed below have been omitted from this Annual Report on Form 10-K because they are not required, are not applicable or the required 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.
|
|
|
Page Number in
Form 10-K
|
|
Schedule:
|
|
|
Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
||
|
|
|
|
||
|
3.1
|
|
Restated Certificate of Incorporation of Danaher Corporation
|
|
Incorporated by reference from Exhibit 3.1 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended June 29, 2012 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
3.2
|
|
Amended and Restated By-laws of Danaher Corporation
|
|
Incorporated by reference from Exhibit 3.2 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
4.1
|
|
Senior Indenture dated as of December 11, 2007 by and between Danaher Corporation and The Bank of New York Trust Company, N.A. as trustee (“Senior Indenture”)
|
|
Incorporated by reference from Exhibit 4.1 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
4.2
|
|
Supplemental Indenture to Senior Indenture, dated as of December 11, 2007, by and between Danaher Corporation and The Bank of New York Trust Company, N.A. as trustee relating to the 5.625% Senior Notes Due 2018
|
|
Incorporated by reference from Exhibit 4.2 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
4.3
|
|
Form of 5.625% Senior Notes due 2018
|
|
Included in Exhibit 4.2
|
|
|
|
|
||
|
4.4
|
|
Supplemental Indenture to Senior Indenture, dated as of March 5, 2009, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the 5.4% Senior Notes due 2019
|
|
Incorporated by reference from Exhibit 4.4 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
4.5
|
|
Form of 5.4% Senior Notes due 2019
|
|
Included in Exhibit 4.4
|
|
|
|
|
|
|
|
4.6
|
|
Supplemental Indenture to Senior Indenture, dated as of June 23, 2011, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the 1.3% Senior Notes due 2014
|
|
Incorporated by reference from Exhibit 4.8 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
4.7
|
|
Form of 1.3% Senior Notes due 2014
|
|
Included in Exhibit 4.6
|
|
|
|
|
||
|
4.8
|
|
Supplemental Indenture to Senior Indenture, dated as of June 23, 2011, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the 2.3% Senior Notes due 2016
|
|
Incorporated by reference from Exhibit 4.10 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
4.9
|
|
Form of 2.3% Senior Notes due 2016
|
|
Included in Exhibit 4.8
|
|
|
|
|
||
|
4.10
|
|
Supplemental Indenture to Senior Indenture, dated as of June 23, 2011, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the 3.9% Senior Notes due 2021
|
|
Incorporated by reference from Exhibit 4.12 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
4.11
|
|
Form of 3.9% Senior Notes due 2021
|
|
Included in Exhibit 4.10
|
|
|
|
|
||
|
10.1
|
|
Danaher Corporation 2007 Stock Incentive Plan, as amended*
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on May 8, 2013 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.2
|
|
Danaher Corporation Non-Employee Directors’ Deferred Compensation Plan, as amended, a sub-plan under the 2007 Stock Incentive Plan*
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.3
|
|
Amended Form of Election to Defer under the Danaher Corporation Non-Employee Directors’ Deferred Compensation Plan*
|
|
Incorporated by reference from Exhibit 10.3 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.4
|
|
Form of Danaher Corporation 2007 Stock Incentive Plan Stock Option Agreement for Non-Employee Directors*
|
|
Incorporated by reference from Exhibit 10.3 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2013 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
10.5
|
|
Form of Danaher Corporation 2007 Stock Incentive Plan RSU Agreement for Non-Employee Directors*
|
|
Incorporated by reference from Exhibit 10.5 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2013 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.6
|
|
Form of Danaher Corporation 2007 Stock Incentive Plan Stock Option Agreement*
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2013 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.7
|
|
Form of Danaher Corporation 2007 Stock Incentive Plan RSU Agreement*
|
|
Incorporated by reference from Exhibit 10.4 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2013 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.8
|
|
Amended and Restated Danaher Corporation 1998 Stock Option Plan*
|
|
Incorporated by reference from Exhibit 10.5 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2009 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.9
|
|
Form of Grant Acceptance Agreement under Amended and Restated Danaher Corporation 1998 Stock Option Plan*
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.10
|
|
Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program*
|
|
Incorporated by reference from Exhibit 10.13 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.11
|
|
Amendment to Danaher Corporation and Subsidiaries Executive Deferred Incentive Program*
|
|
Incorporated by reference from Exhibit 10.30 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.12
|
|
Danaher Corporation 2007 Executive Cash Incentive Compensation Plan, as amended*
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation's Current Report on Form 8-K filed on May 9, 2012 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.13
|
|
Danaher Corporation Senior Leader Severance Pay Plan*
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2013 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.14
|
|
Employment Agreement by and between Danaher Corporation and H. Lawrence Culp, Jr., dated as of July 18, 2000 and as subsequently amended*
|
|
Incorporated by reference from Exhibit 10.2 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended September 28, 2012 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.15
|
|
Form of Proprietary Interest Agreement for Named Executive Officers (with severance) (1)*
|
|
Incorporated by reference from Exhibit 10.33 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.16
|
|
Description of compensation arrangements for non-management directors*
|
|
|
|
|
|
|
||
|
10.17
|
|
Credit Agreement, dated as of July 15, 2011, among Danaher Corporation, Bank of America, N.A., as Administrative Agent and Swing Line Lender, Citibank, N.A. as Syndication Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and JP Morgan Chase Bank, N.A. as Documentation Agents, Banc of America Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Citigroup Global Markets Inc., J.P. Morgan Securities, LLC and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Managers and the lenders referred to therein
|
|
Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on July 19, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
10.18
|
|
Commercial Paper Dealer Agreement between Danaher Corporation, as Issuer, and Goldman, Sachs & Co., as Dealer, dated May 5, 2006
|
|
Incorporated by reference from Exhibit 10.22 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
10.19
|
|
Commercial Paper Issuing and Paying Agent Agreement by and between Danaher Corporation and Deutsche Bank Trust Company Americas, dated May 5, 2006
|
|
Incorporated by reference from Exhibit 10.23 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.20
|
|
Commercial Paper Dealer Agreement between Danaher Corporation, as Issuer, and Citigroup Global Markets Inc., as Dealer, dated November 6, 2006
|
|
Incorporated by reference 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
|
|
Dealer Agreement among Danaher Luxembourg Finance S.A., as Issuer, Danaher Corporation, as Guarantor and Barclays Bank PLC as Dealer and Arranger, dated December 6, 2011
|
|
Incorporated by reference from Exhibit 10.23 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.22
|
|
Issuing and Paying Agency Agreement among Danaher Luxembourg Finance S.A., as Issuer, Danaher Corporation, as Guarantor and Deutsche Bank AG, London Branch, as Issuing and Paying Agent, dated December 6, 2011
|
|
Incorporated by reference from Exhibit 10.24 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.23
|
|
Management Agreement dated February 23, 2012 by and between FJ900, Inc. and Joust Capital III, LLC (2)
|
|
Incorporated by reference from Exhibit 10.25 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
10.24
|
|
Interchange Agreement dated July 22, 2011 by and between Danaher Corporation and Joust Capital III, LLC (3)
|
|
Incorporated by reference from Exhibit 10.10 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.25
|
|
Limited Liability Company Interest Purchase Agreement by and among Danaher Corporation, Steven M. Rales and Joust Group, L.L.C., dated February 23, 2012
|
|
Incorporated by reference from Exhibit 10.28 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089)
|
|
|
|
|
|
|
|
10.26
|
|
Aircraft Time Sharing Agreement by and between Danaher Corporation and H. Lawrence Culp, Jr., dated December 18, 2012 (4)
|
|
Incorporated by reference from Exhibit 10.28 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
10.27
|
|
Form of Director and Officer Indemnification Agreement
|
|
Incorporated by reference from Exhibit 10.35 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089)
|
|
|
|
|
||
|
11.1
|
|
Computation of per-share earnings (5)
|
|
|
|
|
|
|
||
|
12.1
|
|
Calculation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
|
|
||
|
21.1
|
|
Subsidiaries of Registrant
|
|
|
|
|
|
|
||
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
||
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
||
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
||
|
32.1
|
|
Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
||
|
101.INS
|
|
XBRL Instance Document (6)
|
|
|
|
|
|
|
||
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (6)
|
|
|
|
|
|
|
||
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (6)
|
|
|
|
|
|
|
||
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (6)
|
|
|
|
|
|
|
||
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document (6)
|
|
|
|
|
|
|
||
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (6)
|
|
|
|
|
|
|
||
|
|
*
|
Indicates management contract or compensatory plan, contract or arrangement.
|
|
|
(1)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher has entered into agreements with each of Daniel L. Comas, William K. Daniel II, Thomas P. Joyce, Jr. and James A. Lico that are substantially identical in all material respects to the form of agreement referenced as Exhibit 10.15, except as to the name of the counterparty
.
|
|
|
(2)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, FJ900, Inc. (a subsidiary of Danaher) has entered into a management agreement with Joust Capital II, LLC that is substantially identical in all material respects to the form of agreement referenced as Exhibit 10.23, except as to the referenced aircraft and the name of the counterparty.
|
|
|
(3)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher Corporation or a subsidiary thereof has entered into additional interchange agreements with each of Joust Capital II, LLC and Joust Capital III, LLC that are substantially identical in all material respects to the form of agreement attached as Exhibit 10.24, except as to the referenced aircraft and, in certain cases, the name of the counterparty.
|
|
|
(4)
|
In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher Corporation has entered into an aircraft time sharing agreement with Daniel L. Comas that is substantially identical in all material respects to the form of agreement referenced as Exhibit 10.26, except as to the name of the counterparty.
|
|
|
(5)
|
See Note 19, “Net Earnings Per Share From Continuing Operations”, to our Consolidated Financial Statements.
|
|
|
(6)
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2013 and 2012, (ii) Consolidated Statements of Earnings for the twelve months ended December 31, 2013, 2012 and 2011, (iii) Consolidated Statements of Comprehensive Income for the twelve months ended December 31, 2013, 2012 and 2011, (iv) Consolidated Statements of Stockholders’ Equity for the twelve months ended December 31, 2013, 2012 and 2011, (v) Consolidated Statements of Cash Flows for the twelve months ended December 31, 2013, 2012 and 2011 and (vi) Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
DANAHER CORPORATION
|
||
|
|
|
|
|
|
|
Date:
|
February 20, 2014
|
By:
|
|
/s/ H. LAWRENCE CULP, JR.
|
|
|
|
|
|
H. Lawrence Culp, Jr.
|
|
|
|
|
|
President and Chief Executive Officer
|
|
Name, Title and Signature
|
|
Date
|
|
|
|
|
|
|
|
/s/ STEVEN M. RALES
|
|
February 20, 2014
|
|
|
Steven M. Rales
|
|
|
|
|
Chairman of the Board
|
|
|
|
|
|
|
|
|
|
/s/ MITCHELL P. RALES
|
|
February 20, 2014
|
|
|
Mitchell P. Rales
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Chairman of the Executive Committee
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/s/ H. LAWRENCE CULP, JR.
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|
February 20, 2014
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H. Lawrence Culp, Jr.
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President, Chief Executive Officer and Director
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/s/ DONALD J. EHRLICH
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February 20, 2014
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Donald J. Ehrlich
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Director
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/s/ LINDA HEFNER FILLER
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February 20, 2014
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Linda Hefner Filler
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Director
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/s/ TERI LIST-STOLL
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February 20, 2014
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|
Teri List-Stoll
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Director
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/s/ WALTER G. LOHR, JR.
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|
February 20, 2014
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|
Walter G. Lohr, Jr.
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Director
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/s/ JOHN T. SCHWIETERS
|
|
February 20, 2014
|
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|
John T. Schwieters
|
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|
Director
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/s/ ALAN G. SPOON
|
|
February 20, 2014
|
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|
Alan G. Spoon
|
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|
Director
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/s/ ELIAS A. ZERHOUNI, M.D.
|
|
February 20, 2014
|
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Elias A. Zerhouni, M.D.
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Director
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/s/ DANIEL L. COMAS
|
|
February 20, 2014
|
|
|
Daniel L. Comas
|
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|
Executive Vice President and Chief Financial Officer
|
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|
/s/ ROBERT S. LUTZ
|
|
February 20, 2014
|
|
|
Robert S. Lutz
|
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|
Senior Vice President and Chief Accounting Officer
|
|
||
|
Classification
|
Balance at
Beginning of
Period
(a)
|
|
Charged to
Costs &
Expenses
|
|
Impact of
Currency
|
|
Charged to Other Accounts
|
|
Write Offs,
Write Downs &
Deductions
|
|
Balance at End
of Period
(a)
|
||||||||||||
|
Year Ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Allowances deducted from asset account
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Allowance for doubtful accounts
|
$
|
151.1
|
|
|
$
|
29.8
|
|
|
$
|
(1.6
|
)
|
|
$
|
4.2
|
|
(b)
|
$
|
(32.1
|
)
|
|
$
|
151.4
|
|
|
Year Ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Allowances deducted from asset account
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Allowance for doubtful accounts
|
$
|
145.2
|
|
|
$
|
39.7
|
|
|
$
|
(0.7
|
)
|
|
$
|
4.6
|
|
(b)
|
$
|
(37.7
|
)
|
|
$
|
151.1
|
|
|
Year Ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Allowances deducted from asset account
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Allowance for doubtful accounts
|
$
|
134.2
|
|
|
$
|
39.7
|
|
|
$
|
(4.0
|
)
|
|
$
|
5.4
|
|
(b)
|
$
|
(30.1
|
)
|
|
$
|
145.2
|
|
|
(a)
|
Amounts include allowance for doubtful accounts classified as current and non-current.
|
|
(b)
|
Amounts related to businesses acquired, net of amounts related to businesses disposed.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|