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Danaher: Unaudited Pro Forma Condensed Combined Statements Of Earnings Exhibit

The following excerpt is from the company's SEC filing.

Exhibit 99.1

UNAUDITED PRO FORMA FINANCIAL INFORMATION

DANAHER CORPORATION AND PALL CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF EARNINGS

DESCRIPTION OF TRANSACTION

On August 31, 2015, Pentagon Merger Sub, Inc., a New York corporation and an indirect, wholly-owned subsidiary of Danaher Corporation (“Danaher” or the “Company”), acquired all of the outstanding shares of common stock of Pall Corporation (“Pall”), a New York corporation, for $127.20 per share in cash, for a total purchase price of approximately $13.6 billion, net of assumed debt of $417 million and acquired cash of approximately $1.2 billion (the “Pall Acquisition”). Pall is a leading global provider of filtration, separation and purification solutions that remove contaminants or separate substances from a variety of solids, liquids and gases, and is now part of the Company’s Life Sciences & Diagnostics segment. In its fiscal year ended July 31, 2015, Pall generated consolidated revenues of approximately $2.8 billion. Pall serves customers in the biopharmaceutical, food and beverage and medical markets as well as the process technologies, aerospace and microelectronics markets. The Pall Acquisition provides additional sales and earnings growth opportunities for the Company by expanding geographic and product line diversity, including new product and service offerings in the areas of filtration, separation and purification, and through the potential acquisition of complementary businesses. As Pall is integrated into the Company, the Company also expects to realize significant cost synergies through the application of the Danaher Business System and the combined purchasing power of the Company and Pall. The Company preliminarily recorded an aggregate of $9.4 billion of goodwill related to the Pall Acquisition.

The Company financed the approximately $13.6 billion acquisition price of Pall with approximately $2.5 billion of available cash, approximately $8.1 billion of net proceeds from the issuance and sale of U.S. dollar and Euro-denominated commercial paper and €2.7 billion (approximately $3.0 billion based on currency exchange rates as of the date of issuance) of net proceeds from the issuance and sale of Euro-denominated senior unsecured notes. Subsequent to the Pall Acquisition, the Company used the approximately $2.0 billion of net proceeds from the issuance of U.S. dollar-denominated senior unsecured notes to repay a portion of the commercial paper issued to finance a portion of the Pall Acquisition.

The unaudited pro forma condensed combined statements of earnings for the year ended December 31, 2014 and for the six months ended July 3, 2015 are based on the historical financial statements of Danaher and Pall after giving effect to the acquisition of Pall by Danaher, and to the financing (issuance of U.S. dollar and Euro-denominated senior notes and commercial paper) of the acquisition of Pall by Danaher, and after applying the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined statements of earnings are presented as if the acquisition had occurred on January 1, 2014. A pro forma statement of financial position reflecting the acquisition of Pall is not required since the acquisition is included in the Company’s consolidated balance sheet included in its Form 10-Q for the quarter ended October 2, 2015 filed with the Securities and Exchange Commission on October 22, 2015.

The unaudited pro forma condensed combined financial information reflecting the combination of Danaher and Pall is provided for informational purposes only. The pro forma information reflects preliminary estimates and assumptions based on information available at the time of the preparation, including preliminary fair value estimates of certain property, plant and equipment, acquired intangible assets and certain acquisition related liabilities. The unaudited pro forma condensed combined statements of earnings are not necessarily indicative of what the companies’ results of operations actually would have been had the merger been completed at the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting with Danaher treated as the acquirer. Accordingly, the historical consolidated financial information has been adjusted to give effect to the impact of the consideration issued in connection with the merger. The total estimated purchase price has been allocated on a preliminary basis to assets acquired and liabilities assumed in connection with the acquisition based on their estimated fair values as of the completion of the acquisition. Definitive allocations will be performed and finalized based upon certain valuations and other studies that will be performed by Danaher with the assistance, in some cases, of outside valuation specialists. Accordingly, the purchase allocation pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information and are subject to revision based on a final determination of fair value.

The unaudited pro forma condensed combined statements of earnings include certain purchase accounting adjustments, including items expected to have a continuing impact on the combined results, such as increased amortization expense on acquired tangible and intangible assets. The unaudited pro forma condensed combined statements of earnings do not include the impacts of any revenue, cost or other operating synergies that may result from the merger.

The unaudited pro forma condensed combined statements of earnings do not reflect non-recurring charges resulting from the merger which do not have a continuing impact. The majority of non-recurring charges resulting from the merger are comprised of costs associated with the acceleration of stock options, restricted shares, restricted units, performance shares and performance units under the Pall 2012 stock plan, change in control payments and certain investment banker, legal and accounting fees associated with the transaction incurred by Pall and the Company. In addition, the Company will incur certain non-recurring charges following the acquisition, primarily associated with recording acquired inventory at fair value, that have not been included in the unaudited pro forma condensed combined statements of earnings as they do not have a continuing impact.

Danaher has a fiscal year end of December 31, whereas prior to the acquisition, Pall had a July 31 fiscal year end. In order to prepare the unaudited pro forma condensed combined statement of earnings for the year ended December 31, 2014, Pall’s operating results were brought to within 31 days of Danaher’s year end. The twelve month period ended January 31, 2015 for Pall was derived from their historical audited financial statements as of and for the year ended July 31, 2014, deducting the six month period ended January 31, 2014 included in their historical unaudited financial statements, and adding the six month period ended January 31, 2015 included in their historical unaudited financial statements.

In order to prepare the unaudited pro forma condensed combined statement of earnings for...


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