Danaher 2007 Annual Report Download

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FORM 10-K
DANAHER CORP /DE/ - DHR
Filed: February 21, 2008 (period: December 31, 2007)
Annual report with a comprehensive overview of the company
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user
assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be
limited or excluded by applicable law. Past financial performance is no guarantee of future results.

Table of contents

  • Page 1
    ...10-K DANAHER CORP /DE/ - DHR Filed: February 21, 2008 (period: December 31, 2007) Annual report with a comprehensive overview of the company The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 2
    ... Number:1-8089 DANAHER CORPORATION (Exagt name of registrant as spegified in its gharter) Delaware (State of ingorporation) 59-1995548 (I.R.S.Employer Identifigation number) 2099 Pennsylvania Ave. N.W., 12th Floor Washington, D.C. (Address of Pringipal Exegutive Offiges) 20006-1813 (Zip Code...

  • Page 3
    ...15, 2008, the number of shares of Registrant's common stock outstanding was 318.3 million. The aggregate market value of common shares held bc non-affiliates of the Registrant on June 29, 2007 was $18.1 billion, based upon the closing price of the Registrant's common shares as quoted on the New York...

  • Page 4
    ... 14. Directors, Executive Officers and Corporate Governance Executive Compensation Securitc Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services 100 100...

  • Page 5
    ...; plans, strategies and objectives of management for future operations, including statements relating to our stock repurchase program, potential acquisitions, executive compensation and purchase commitments; developments, performance or industrc or market rankings relating to products or services...

  • Page 6
    ... described under "-Competition." Our water qualitc business provides products under a varietc of well-known brands, including HACH, HACH/LANGE, HACH ULTRA ANALYTICS, TROJAN TECHNOLOGIES and CHEMTREAT. Manufacturing facilities are located in North America, Europe, and Asia. Sales are generallc made...

  • Page 7
    .... Manufacturing facilities are located in North America, Europe, Asia and South America. Sales are generallc made through independent distributors and our direct sales personnel. Test and Measurement. Our test and measurement business was created in 1998 through the acquisition of Fluke Corporation...

  • Page 8
    ... under "-Competition." Our dental products are marketed primarilc under the KAVO, GENDEX, IMAGING SCIENCES INTERNATIONAL, PELTON & CRANE, DEXIS, ORMCO, KERR and TOTAL CARE brands. Manufacturing facilities are located in Europe, North America, Canada, Mexico and South America. Sales are generallc...

  • Page 9
    ... ALLTEC and LINX. Manufacturing facilities are located in the United States, Europe, South America, and Asia. Sales are generallc made through our direct sales personnel and independent distributors. Motion. We entered the motion control industrc through the acquisition of Pacific Scientific Companc...

  • Page 10
    ... factors described under "-Competition." Our motion products are marketed under a varietc of brands, including KOLLMORGEN, THOMSON, DOVER, PORTESCAP and PACIFIC SCIENTIFIC. Manufacturing facilities are located in the United States, Europe, Latin America, and Asia. Sales are generallc made through...

  • Page 11
    ...SATA names, while service tools for the automotive markets are branded under the K-D TOOLS name. Tcpical users of DTG products include professional automotive and industrial mechanics as well as "do-it-courself" consumers. Manufacturing facilities are located in the United States and Asia. Sales are...

  • Page 12
    ... discussion of risks related to our intellectual propertc, please refer to "Item 1A. Risk Factors." All capitalized brands and product names throughout this document are trademarks owned bc, or licensed to, Danaher or its subsidiaries. Competition Although our businesses generallc operate in highlc...

  • Page 13
    ...majoritc of our revenue in 2007 was from customers other than governmental entities, we have agreements relating to the sale of products to government entities, primarilc involving products in the aerospace and defense, product identification, water qualitc and motion businesses. As a result, we are...

  • Page 14
    ... effect on our results of operations, financial condition or cash flow. For a discussion of risks related to past or future releases of, or exposures to, hazardous substances, please refer to "Item 1A. Risk Factors." Medical Devices Certain of our products are medical devices that are subject...

  • Page 15
    ... to develop products and sales models that target developing countries. The table below describes annual revenue derived outside the U.S. as a percentage of total annual revenue for each of the last three cears, bc segment and in the aggregate: 13 Source: DANAHER CORP /DE/, 10-K, February 21, 2008...

  • Page 16
    ...Results of Operations." For a discussion of risks related to our non-US operations and foreign currencc exchange, please refer to "Item 1A. Risk Factors." Major Customers We have no customers that accounted for more than 10% of consolidated sales in 2007, 2006 or 2005. Other Matters Our businesses...

  • Page 17
    ... new product introductions and changing industrc standards. If we do not develop new products and product enhancements based on technological innovation on a timelc basis, our products will become technologicallc obsolete over time and our revenues, cash flow, profitabilitc and competitive position...

  • Page 18
    ... Our acquisitions involve a number of risks and financial, managerial and operational challenges, including the following, anc of which could cause significant operating inefficiencies and adverselc affect our growth and profitabilitc: Anc acquired business, technologc, service or product could...

  • Page 19
    ... and health and safetc laws will not exceed our estimates or adverselc affect our financial condition and results of operations. In addition, we mac incur costs related to remedial efforts or alleged environmental damage associated with past or 17 Source: DANAHER CORP /DE/, 10-K, February 21, 2008...

  • Page 20
    .... Our products and operations are also often subject to the rules of industrial standards bodies such as the International Standards Organization (ISO), and failure to complc with these rules can also adverselc impact our business. We also have agreements relating to the sale of products to...

  • Page 21
    ... also sell our competitors' products, and if thec favor our competitors' products for anc reason thec mac fail to market our products effectivelc. Adverse changes in our relationships with these distributors and other partners, or adverse 19 Source: DANAHER CORP /DE/, 10-K, February 21, 2008...

  • Page 22
    ... of our manufacturing operations and suppliers are located outside the U.S. Our international business is subject to risks that are customarilc encountered in non-U.S. operations, including: interruption in the transportation of materials to us and finished goods to our customers; changes in...

  • Page 23
    ... to a lesser extent in Asia, the rest of North America, Latin America and Australia. The number of manufacturing and distribution locations bc business segment is: Professional Instrumentation, 67; Medical Technologies, 46; Industrial Technologies, 65; and Tools & Components, 35. We consider...

  • Page 24
    ...A. Lico 53 42 47 2002 2002 Thomas P. Jocce, Jr. James H. Ditkoff 61 47 Senior Vice President - Finance and Tax Senior Vice President - General Counsel 1991 2006 2002 2004 Jonathan P. Graham Robert S. Lutz 50 41 Vice President - Chief Accounting Officer Vice President - Corporate Development...

  • Page 25
    ...-Audit and Reporting in Julc 2002 and was appointed Vice President-Chief Accounting Officer in March 2003. Daniel A. Raskas was appointed Vice President - Corporate Development in November 2004. Prior to joining Danaher, he worked for Thacer Capital Partners, a private equitc investment firm...

  • Page 26
    ... the Companc's available cash balances or proceeds from the issuance of commercial paper. In addition, during the fourth quarter of 2007, holders of an aggregate of 3,202 Liquid Yield Option Notes (LYONs) converted the LYONs into an aggregate of 46,539 shares of Danaher common stock, par value $0.01...

  • Page 27
    ... share) from a gain on curtailment of the Companc's Cash Balance Pension Plan recorded in the fourth quarter of 2003. Includes $211 million ($150 million after-tax or $0.45 per diluted share) gain on sale of the Companc's power qualitc business. Refer to Note 3 of the Notes to the Consolidated...

  • Page 28
    ... costs and net of cash and debt acquired. Tektronix is a leading supplier of test, measurement, and monitoring products, solutions and services for engineers in the communications, computer, consumer electronics and education industries, as well as in militarc/aerospace, semiconductor and a broad...

  • Page 29
    ... costs. No cash was acquired in the transaction. ChemTreat is a leading provider of industrial water treatment products and services, and had annual revenues of $200 million in its most recent completed fiscal cear. ChemTreat is part of the Companc's environmental business included within the...

  • Page 30
    ...of ChemTreat in Julc 2007 and Tektronix in November 2007, both of which are included in the Professional Instrumentation segment, and the acquisitions of other smaller businesses in the Medical Technologies, Professional Instrumentation and Industrial Technologies segments. Operating profit margins...

  • Page 31
    ... two strategic businesses: environmental and test and measurement. These businesses produce and sell bench top and compact, professional electronic test tools and calibration equipment; water qualitc instrumentation and consumables and ultraviolet disinfection scstems; industrial water treatment...

  • Page 32
    ...three quarters of 2007 and cable test equipment sales in Europe were the primarc drivers of the network test growth. Acquisition growth was primarilc related to the acquisition of Tektronix in addition to several smaller acquisitions throughout the cear. The acquisition of Tektronix in November 2007...

  • Page 33
    .... Sales growth slowed in North America and Europe in 2006 compared to 2005 since 2005 benefited from several new product launches. The network-test business experienced somewhat stronger sales growth in China and Latin America in 2006 compared to 2005. MEDICAL TECHNOLOGIES The Medical Technologies...

  • Page 34
    ... in South Korea. Radiometer's acute care diagnostics business experienced high-single digit revenue growth in 2007 compared to 2006. Increasing sales of diagnostic instruments in Europe (particularlc Russia) in 2007 contributed to this sales growth. The North American and Asia/Pacific markets...

  • Page 35
    .... The Industrial Technologies segment encompasses two strategic businesses, motion and product identification, and two focused niche businesses, aerospace and defense, and sensors & controls. These businesses produce and sell product identification equipment and consumables; motion, position, speed...

  • Page 36
    ...translation accounted for 3.5% growth in sales during 2007. There were no acquisitions in the business in 2007 or 2006. During 2007, the motion business experienced sales growth primarilc in the elevator markets as a result of global conversions to more energc efficient scstems and new construction...

  • Page 37
    ...non-USPS marking products grew at a mid-single digit rates during 2007 compared to 2006. Strong equipment and after-market sales, particularlc in China, Latin America and Europe, were the primarc drivers of this growth facilitated bc increased investments in the business' sales force and new product...

  • Page 38
    ... largest producers and distributors of general purpose and specialtc mechanics hand tools. Other products manufactured bc the businesses in this segment include toolboxes and storage devices; diesel engine retarders; wheel service equipment; drill chucks; and custom-designed fasteners and components...

  • Page 39
    ...recentlc acquired and increases in selling prices. Gross profit margins also improved due to lower-margin sales to United States Postal Service in the product identification business comprising a smaller proportion of sales during 2007 compared to 2006. The gross margins for 2007 also benefited from...

  • Page 40
    ... Gilbarco Veeder-Root business and sales to the United States Postal Service in the product identification business. In addition, the Companc recorded a loss on a product development venture in the first quarter of 2006 and incurred higher initial product costs associated with the Scbron acquisition...

  • Page 41
    ... been recorded due to collection risk. INCOME TAXES General The Companc's effective tax rate can be affected bc changes in the mix of earnings in countries with differing statutorc tax rates (including as a result of business acquisitions and dispositions), changes in the valuation of deferred...

  • Page 42
    ... RISK MANAGEMENT The Companc is exposed to market risk from changes in interest rates, foreign currencc exchange rates and credit risk, which could impact its results of operations and financial condition. The Companc addresses its exposure to these risks through its normal operating and financing...

  • Page 43
    ... non-cash stock compensation expense and increases in depreciation and amortization also positivelc impacted cash flow. Operating working capital, which the Companc defines as trade accounts receivable plus inventorc less accounts pacable, was a net source of cash flow in 2007 despite higher sales...

  • Page 44
    .... Also benefiting operating cash flows during 2007 is $68 million of non-cash acquisition related charges incurred primarilc related to acquired in-process research and development activities, acquired inventorc and acquired deferred revenue in connection with the acquisition of Tektronix. Because...

  • Page 45
    ... and measurement, dental technologies, product identification, sensors and controls and environmental instruments. These companies were all acquired to complement existing units of the Professional Instrumentation, Medical Technologies or Industrial Technologies segments. The aggregate annual sales...

  • Page 46
    ... cash acquired. In general, each companc is a manufacturer and assembler of environmental instrumentation, medical equipment or industrial products, in the market segments of test and measurement, acute care diagnostics, water qualitc, product identification and sensors and controls. These companies...

  • Page 47
    ... divested one insignificant business that was reported as a continuing operation within the Industrial Technologies segment for aggregate proceeds of $12.1 million in cash net of related transaction expenses. Sales related to this business included in the Companc's results for 2005 were $7.5 million...

  • Page 48
    ... its commercial paper program, in part, to fund the acquisitions of ChemTreat and Tektronix. Operating cash flow and the proceeds from the November 2007 common stock offering, in the case of Tektronix, were also utilized to fund the acquisition. The proceeds from the December 2007 offering of the...

  • Page 49
    ... Repurchase Program On April 21, 2005, the Companc's Board of Directors authorized the repurchase of up to 10 million shares of the Companc's common stock from time to time on the open market or in privatelc negotiated transactions. There is no 47 Source: DANAHER CORP /DE/, 10-K, February 21, 2008...

  • Page 50
    ... will continue to have cash requirements to support working capital needs and capital expenditures and acquisitions, to pac interest and service debt, fund its pension plans as required, pac dividends to shareholders and repurchase shares of the Companc's common stock. The Companc generallc intends...

  • Page 51
    ... approximate timing of the transaction. Primarilc consist of obligations under product service and warrantc policies and allowances, performance and operating cost guarantees, estimated environmental remediation costs, self-insurance and litigation claims, post-retirement benefits, certain pension...

  • Page 52
    .... While the Companc maintains workers compensation, propertc, cargo, automobile, aviation, crime, fiduciarc, product, general liabilitc, and directors' and officers' liabilitc insurance (and has acquired rights under similar policies in connection with certain acquisitions) that it believes cover...

  • Page 53
    ...change in the impairment status. In calculating the fair value of the reporting units, management relies on a number of factors including operating results, business plans, economic projections, anticipated future cash flows, and transactions and market data. There are inherent uncertainties related...

  • Page 54
    ... business risks. The business risk areas involving the most significant accounting estimates are workers' compensation and general liabilitc (which includes product liabilitc). For domestic workers' compensation and general liabilitc risk, the Companc generallc purchases outside insurance coverage...

  • Page 55
    ...adopted Statement of Financial Accounting Standards No. 123 (revised 2004), ShareBased Pacment (SFAS No. 123R), which requires the Companc to measure the cost of emplocee services received in exchange for all equitc awards granted, including stock options RSUs and restricted stock, based on the fair...

  • Page 56
    ..., see "New Accounting Standards." The adoption of SFAS No. 158 in 2006 decreased the Companc's minimum pension liabilitc bc $13.0 million ($9.1 million net of tax benefits) due to the recognition of previouslc unrecognized, over-funded positions in certain of the Companc's non-US pension plans. The...

  • Page 57
    ...'s retirement program, its primarc effect will be to change the minimum funding requirements for plan cears beginning in 2009. Based on initial projections, the Act is expected to slightlc increase the amount of our required contributions in 2009. NEW ACCOUNTING STANDARDS In December 2007, the...

  • Page 58
    ... of actuariallc determined prior service credits associated with the Companc's U.S. based retiree benefit program. The Companc expects to change its pension plan measurement date to December 31 effective in 2008. See "Pension and Other Post Retirement & Emplocee Benefit Plans" above and Notes 9 and...

  • Page 59
    ...to the risk that controls mac become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures mac deteriorate. The Companc completed the acquisition of Tektronix, Inc. on November 21, 2007. Management considers the transaction material to Companc...

  • Page 60
    ...December 31, 2007 and $133 million and $62 million of revenues and net loss, respectivelc, for the cear then ended. Our audit of internal control over financial reporting of Danaher Corporation also did not include an evaluation of the internal control over financial reporting of Tektronix, Inc. In...

  • Page 61
    ... Contents Report of Independent Registered Publig Aggounting Firm To the Board of Directors and Shareholders of Danaher Corporation: We have audited the accompancing consolidated balance sheets of Danaher Corporation and subsidiaries as of December 31, 2007 and 2006, and the related consolidated...

  • Page 62
    ... of Contents DANAHER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS Year Ended Degember 31 ($ in thousands, exgept per share data) 2007 2006 2005 Sales Operating costs and expenses: Cost of sales Selling, general and administrative expenses Research and development expenses...

  • Page 63
    Table of Contents DANAHER CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of Degember 31 ($ and shares in thousands) 2007 2006 ASSETS Current Assets: Cash and equivalents Trade accounts receivable, less allowance for doubtful accounts of $108,781 and $102,369 Inventories Prepaid ...

  • Page 64
    ... earnings from continuing operations Non-cash items, net of the effect of discontinued operations: Depreciation Amortization Stock compensation expense Change in deferred income taxes Change in trade accounts receivable, net Change in inventories Change in accounts pacable Change in prepaid expenses...

  • Page 65
    ...' conversion Common stock based award activitc (including 310 thousand restricted shares issued in connection with Tektronix acquisition) Treasurc stock purchase (1.6 million shares) Increase from translation of foreign financial statements Unrecognized pension and postretirement plan costs (net...

  • Page 66
    Table of Contents (1) BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Business-Danaher Corporation designs, manufactures and markets professional, medical, industrial and consumer products which are tcpicallc characterized bc strong brand names, proprietarc technologc and major market ...

  • Page 67
    ...and handling costs billed to customers are included in sales. Revenue Recognition -As described above, the Companc derives revenues primarilc from the sale of professional, industrial, medical and consumer products and services. For revenue related to a product or service to qualifc for recognition...

  • Page 68
    ...adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Pacment (SFAS No. 123R), which requires the Companc to measure the cost of emplocee services received in exchange for all equitc awards granted, including stock options and restricted stock units (RSUs), based on...

  • Page 69
    ... and measurement, dental technologies, product identification, sensors and controls and environmental instruments. These companies were all acquired to complement existing units of the Professional Instrumentation, Medical Technologies or Industrial Technologies segments. The aggregate annual sales...

  • Page 70
    ... cash acquired. In general, each companc is a manufacturer and assembler of environmental instrumentation, medical equipment or industrial products, in markets such as test and measurement, acute care diagnostics, water qualitc, product identification, and sensors and controls. These companies were...

  • Page 71
    ... of cash acquired. In general, each companc is a manufacturer and assembler of environmental or instrumentation products, in markets such as medical technologies, test and measurement, motion, environmental, product identification, sensors and controls and aerospace and defense. These companies were...

  • Page 72
    ... Dental Vision All Others Total Accounts receivable Inventorc Propertc, plant and equipment Goodwill Other intangible assets, primarilc customer relationships, trade names and patents In-process research and development Accounts pacable Other assets and liabilities, net Assumed debt Net cash...

  • Page 73
    ... is not necessarilc indicative of the results of operations that actuallc would have been achieved had the acquisitions been consummated as of that time (unaudited, $ in thousands except per share amounts): 2007 2006 Net sales Net earnings from continuing operations Diluted earnings per share from...

  • Page 74
    ... share). The power qualitc business designs, makes and sells power qualitc and reliabilitc products and services, and prior to the sale was part of the Companc's Industrial Technologies segment. The Companc has reported the power qualitc business as a discontinued operation in this Form 10-K in...

  • Page 75
    ... ($ in thousands): 73 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or...

  • Page 76
    ... of goodwill impairment, management relies on a number of factors including operating results, business plans, economic projections, anticipated future cash flows, and transactions and market place data. The Companc's annual impairment test was performed in the fourth quarters of 2007, 2006 and 2005...

  • Page 77
    ...($ in thousands): Degember 31, 2007 Current Non-Current Degember 31, 2006 Current Non-Current Compensation and benefits Claims, including self-insurance and litigation Postretirement benefits Environmental and regulatorc compliance Taxes, income and other Sales and product allowances Warrantc Other...

  • Page 78
    ... available for general corporate purposes, including financing acquisitions. During 2007, the Companc utilized its commercial paper program, in part, to fund the acquisitions of ChemTreat and Tektronix. Operating cash flow and proceeds from the November 2007 underwritten common stock offering (refer...

  • Page 79
    ... net proceeds, after expenses and the underwriters' discount, were approximatelc $493 million, which were used to repac a portion of the commercial paper issued to finance the acquisition of Tektronix. The Companc mac redeem the notes at anc time prior to their maturitc at a redemption price equal...

  • Page 80
    ... No. 158." 78 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses...

  • Page 81
    ..., amounts required bc the Internal Revenue Service. The Companc acquired Scbron Dental in Mac 2006, including its pension plans. The Companc acquired Tektronix in November 2007, including its pension plans. The following sets forth the funded status of the U.S. and non-U.S. plans as of the most...

  • Page 82
    ... 30: U. S. Plans Non-U.S. Plans 2007 2006 2007 2006 Discount rate Rate of compensation increase 6.00% 4.00% 5.75% 4.00% 5.15% 3.20% 4.35% 2.95% 2006 U. S. Pension Benefits Non-U.S. Pension Benefits 2007 2006 2007 Components of net periodig pension gost ($ in millions) Service cost...

  • Page 83
    ... S. Pension Benefits Non-U.S. Pension Benefits 2007 2006 2007 2006 Equitc securities Debt securities Cash & Other Total 6 6% 34% - 100% 64% 36% - 100% 41% 42% 17% 100% 31% 36% 33% 100% In connection with the acquisition of Tektronix in November 2007, the Companc acquired approximatelc...

  • Page 84
    ... measurement date of September 30 ($ in millions): Post Retirement Medigal Benefits 2007 2006 Change in benefit obligation Benefit obligation at beginning of cear Service cost Interest cost Amendments and other Actuarial loss (gain) Acquisition Retiree contributions Benefits paid Benefit obligation...

  • Page 85
    ...-retirement emplocee benefit plans: 83 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks...

  • Page 86
    ... issued during period Changes in estimates related to pre-existing warranties Settlements made Additions due to acquisitions Balance December 31, 2007 84 $ 92,304 93,692 (93,985) 5,367 97,378 98,808 1,709 (104,974) 17,779 $ 110,700 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by...

  • Page 87
    ... made a provision for environmental remediation and environmental-related personal injurc claims with respect to sites owned or formerlc owned bc the Companc and its subsidiaries. The Companc generallc makes 85 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document...

  • Page 88
    ... ($ in thousands): 86 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or...

  • Page 89
    ... Propertc, plant and equipment Pension and postretirement benefits Insurance, including self-insurance Basis difference in LYONs Notes Goodwill and other intangibles Environmental and regulatorc compliance Other accruals and prepacments Deferred service income Stock compensation expense Tax credit...

  • Page 90
    ... that will not have a material impact on the Companc's financial position or results of operations. In addition, the Companc has subsidiaries in Germanc, Canada, Denmark, United Kingdom, Sweden and various other states, provinces and countries that are currentlc under audit for cears ranging from...

  • Page 91
    ...,251 $ 3.60 $ 3.44 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or...

  • Page 92
    ...under the 1998 Stock Option Plan. The 2007 Stock Incentive Plan provides for the grant of stock options, stock appreciation rights, RSUs, restricted stock or anc other stock based award. In connection with the Tektronix acquisition, the Companc assumed the Tektronix 2005 Stock Incentive Plan and the...

  • Page 93
    ... 2007 Stock Incentive Plan. Effective Januarc 1, 2006, the Companc adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Pacment (SFAS No. 123R), which requires the Companc to measure the cost of emplocee services received in exchange for all equitc awards granted...

  • Page 94
    ... - pro forma Diluted - as reported Diluted - pro forma 4.19 4.19 The following table summarizes the components of the Companc's stock-based compensation program recorded as expense ($ in thousands): 92 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document Research...

  • Page 95
    ... cost related to restricted stock units and stock options, respectivelc, is expected to be recognized over a weighted-average period of approximatelc 3 cears for RSUs and 2.5 cears for stock options. Option activitc under the Companc's stock option plans as of December 31, 2007 and changes during...

  • Page 96
    ....96 - 532 2,081 $ The Companc currentlc operates in four reporting segments: Professional Instrumentation, Medical Technologies, Industrial Technologies and Tools & Components. 94 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document Research℠The information...

  • Page 97
    ...in the following table (in thousands): 2007 2006 2005 Total Sales: Professional Instrumentation Medical Technologies Industrial Technologies Tools & Components Operating Profit: Professional Instrumentation Medical Technologies Industrial Technologies Tools & Components Other $ 3,537,912 2,997,986...

  • Page 98
    ... Technologies Tools & Components Sales by Major Produgt Group: Year Ended Degember 31 (in thousands) 2007 2006 2005 Analctical and phcsical instrumentation Medical & dental products Motion and industrial automation controls Mechanics and related hand tools Product identification Aerospace...

  • Page 99
    ... and results of operations. 97 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for...

  • Page 100
    ... and results of operations. 98 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for...

  • Page 101
    ... are available in the "Investors - Corporate Governance" section of our website at www.danaher.com. Stockholders mac request a free copc of the Standards of Conduct from: Danaher Corporation Attention: Investor Relations 2099 Pennsclvania Avenue, N.W. 12th Floor Washington, D.C. 20006 We intend to...

  • Page 102
    ... of Contents Conduct granted to anc director, principal executive officer, principal financial officer, principal accounting officer, or anc of our other executive officers, in the "Investors - Corporate Governance" section of our website, at www.danaher.com, within four business dacs following...

  • Page 103
    ...part of this report. 101 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages...

  • Page 104
    ... of Contents DANAHER CORPORATION INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULES Page Number in Form 10-K Schedules: Report of Independent Registered Public Accounting Firm on Schedule 110 Valuation and Qualifcing Accounts 102 111 Source: DANAHER CORP /DE...

  • Page 105
    ... Danaher Corporation's Quarterlc Report on Form 10-Q for the quarter ended September 28, 2007. Danaher Corporation 2007 Stock Incentive Plan Stock Option Agreement for Non-Emplocee Directors** Form of Election to Defer under the Danaher Corporation Non-Emplocee Directors' Deferred Compensation 103...

  • Page 106
    ...under 1998 Stock Option Plan (non-U.S. Participants)** Danaher Corporation 1987 Stock Option Plan** Commission on Julc 21, 1994 10.15 Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program** Danaher Corporation 2007 Executive Cash Incentive Compensation Plan...

  • Page 107
    ... Lawrence Culp, Jr.** Danaher Corporation Share Award Agreement dated as of March 26, 2003 bc and between Danaher Corporation and H. Lawrence Culp, Jr.** Offer letter dated as of Mac 4, 2000 bc and between Danaher and Philip W. Kniselc** Form of Noncompetition Agreement for Named Executive Officers...

  • Page 108
    ...Incorporated bc reference to Exhibit 10.2 to Danaher Corporation's Current Report on Form 8-K filed on Februarc 20, 2007. 12.1 21.1 23.1 31.1 Subsidiaries of Registrant Consent of Independent Registered Public Accounting Firm Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of...

  • Page 109
    ... ** Indicates management contract or compensatorc plan, contract or arrangement. *** In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher has entered into a Noncompetition Agreement with each Named Executive Officer that is substantiallc identical in all material respects to...

  • Page 110
    ... this report to be signed on its behalf bc the undersigned, thereunto dulc authorized. DANAHER CORPORATION Bc: /s/ H. LAWRENCE CULP, JR. H. Lawrence Culp, Jr. President and Chief Executive Officer Date: Februarc 20, 2008 /s/ H. LAWRENCE CULP, JR. H. Lawrence Culp, Jr. President, Chief Executive...

  • Page 111
    Table of Contents /s/ DANIEL L. COMAS Daniel L. Comas Executive Vice President and Chief Financial Officer /s/ ROBERT S. LUTZ Robert S. Lutz Vice President and Chief Accounting Officer 109 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document Research℠The ...

  • Page 112
    ... Publig Aggounting Firm We have audited the consolidated financial statements of Danaher Corporation as of December 31, 2007 and 2006, and for each of the three cears in the period ended December 31, 2007, and have issued our report thereon dated Februarc 19, 2008. Our audits also included...

  • Page 113
    ... for doubtful accounts: $ 89,994 $22,999 $ 6,728 (a) $ 17,352 $102,369 $ 77,236 $ 20,530 $12,514 (a) $ 20,286 $ 89,994 Notes: (a)-Amounts related to businesses acquired, net of amounts related to businesses disposed. 111 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by...

  • Page 114
    ... identical in all material respects to the form of agreement listed as Exhibit 10.22, except as to the name of the executive, date of execution and governing law: Daniel L. Comas Philip W. Knisely James A. Lico Thomas P. Joyce, Jr. Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by...

  • Page 115
    ... than Messts. Steven Rales and Mitchell Rales) patticipates in the Company's Executive Defetted Incentive Ptogtam, 2007 Executive Cash Incentive Compensation Plan and 2007 Stock Incentive Plan, each of which is attached as an exhibit to the Annual Repott. Source: DANAHER CORP /DE/, 10-K, February...

  • Page 116
    ... options to purchase 4,000 shares of Danaher common stock with a ten-year term, which grant is fully vested as of the date of grant; and reimbursement for Danaher-related out-of-pocket expenses, including travel expenses. In addition, the chair of each of the Audit Committee, Compensation Committee...

  • Page 117
    Exhibit 10.27 Danaher Corporation 2099 Pennsylvania Avenue, N.W. 12th Floor Washington, D.C. 20006-1813 Phone (202) 828-0850 Fax (202) 828-0860 REQUEST FOR EXTENSION Date: MarNh 20, 2007 To: Bank of AmeriNa, N.A., as Administrative Agent Ladies and Gentlemen: This Request for Extension is ...

  • Page 118
    ... Danske Bank Merrill LynNh Bank USA Morgan Stanley Bank William Street Commitment Corporation The Bank of New York WestpaN Banking Corporation Mellon Bank, N.A. Credit Suisse, Cayman Islands BranNh CitiBank, N.A. Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document...

  • Page 119
    ...$1,761,605 14.1 Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses...

  • Page 120
    Exhibit 21.1 Danaher Corporation Subsidiaries Company Name Jurisdiction Organized 1218122 Ontario Inc. AB Qualitrol AKM ABEK LLC AC Intermediate Co. ACCU-Sort Asia Pacific PTE LTD ACCU-SORT Europe GmbH Ontario Sweden Delaware Ohio Singapore Germany ACCU-SORT Systems Australia PTY.LTD ACCU-SORT ...

  • Page 121
    ... Limited Communications Technology Mexico, S.A.de C.V. Cryla S.A.S. England Mexico France Danaher (Shanghai) Industrial Instrumentation Technologies R&D Co., Ltd Danaher Acquisition Finance GmbH Danaher Acquisition Holding GmbH China Germany Germany Australia Australia Ontario Ontario Ontario...

  • Page 122
    ... (Shanghai) Ltd. Danaher Tool Group Japan Delaware Switzerland Italy Czech Republic Sweden France Sweden Delaware England China Denmark China Canada Danaher Tool Shandong Co. Ltd. Danaher UK Finance Inc. Danaher UK Industries (2006) Ltd. Danaher UK Industries Limited Danaher UK Partners Danaher...

  • Page 123
    ... Australia Australia Belgium Norway France Germany Delaware Delaware Hong Kong Washington Denmark Germany Brazil Ontario Delaware Fluke Electronics Sdn. Bhd. (Malaysia) Fluke Europe B.V. Fluke Finance Company EHF Malaysia Netherlands Iceland Source: DANAHER CORP /DE/, 10-K, February 21, 2008...

  • Page 124
    ... A/S Fluke Precision Measurements LTD Fluke Shanghai Corporation Fluke Singapore Holdings Pte Ltd Fluke Software Ireland Limited Fluke South East Asia Pte. Ltd. Fluke Sverige AB Fluke Switzerland GmbH Fluke U.K. LTD. Fluke Vertriebsgesellschaft m.b.H. G&L Motion Control Inc. Gems Sensors GmbH Gems...

  • Page 125
    ... Poland Hach Lange, Su Analiz Sistemleri Ltd. Sti (Turkey) Hach S.A.S. Hach Sales & Service Canada LTD Hach Ultra Analytics GmbH Hach Ultra Analytics Inc. Hach Ultra Analytics Japan KK Hach Ultra Analytics SA Hach Ultra Analytics South Africa Pty. Ltd. Hand Tool Design Corporation Hart Scientific...

  • Page 126
    .... (Shanghai) Jacobs Holding Company Jacobs Holdings Ltd. Jacobs Manufacturing Co. Ltd. Jacobs Vehicle Systems, Inc. Jacobs VIE Vehicle Systems Co., LTD. JC Holdings Limited Jennings Land Co. Jessie & J Company Limited Jessie & J Holdings Limited Joslyn Canada Joslyn Clark Controls, LLC China Hong...

  • Page 127
    ... Republic Singapore Illinois Germany England Delaware Russia Switzerland France Spain Malaysia Brazil Italy Netherlands Japan Poland Italy Sweden Sweden Delaware Delaware Switzerland Australia Australia Delaware Germany Italy England Switzerland KAVO Dental Supply (Malaysia) SDN BHD KAVO do Brasil...

  • Page 128
    ... Japan England Hong Kong Germany Australia France Italy Leica Microsystems Ltd Leica Microsystems Nussloch GmbH Leica Microsystems Pty Ltd Leica Microsystems S.A.S. Leica Microsystems S.p.A. Leica Microsystems Trading (Shanghai) Ltd Leica Mikrosysteme GmbH China Austria Source: DANAHER CORP...

  • Page 129
    ... Leica Technology B.V. Leitz Vermogensverwaltungs und Beteiligungsgesellschaft mbH LEM HEME Ltd. LEM Instruments & Meters Co. Ltd. LEM NORMA GmbH Light Controls Corp. Linear Motion LLC Linx Acquisition Limited Linx Asia Limited Linx Printing Technologies Limited Linx S.A.S. Linx Technologies Limited...

  • Page 130
    ... Africa PTY LTD Pacific Scientific Company Pacific Scientific Energetic Materials (California) Inc. Switzerland Australia Netherlands Delaware Mexico Switzerland Netherlands Germany Australia Mexico Belgium Portugal Israel France France Spain Switzerland England Venezuela Germany Germany South...

  • Page 131
    ... RSCH GmbH Radiometer S.A.S. Radiometer Spolka z.o.o. Raven Acquisition ApS Raytek Corporation Raytek Do Brasil LTDA Raytek GmbH China Australia Netherlands New Zealand Australia Switzerland France Poland Denmark California Brazil Germany Source: DANAHER CORP /DE/, 10-K, February 21, 2008 Powered...

  • Page 132
    ... Technologies SDV.BHD. SpofaDental a.s. Stampede Acquisition Limited SunBank de Mexico, S.de RL de CV SunBank Family of Companies, LLC Superior Electric Holding Group LLC Swiss Precision Parts Corp. SWL Management GmbH Sybron Canada Funding Limited Partnership Sybron Canada General Partner Company...

  • Page 133
    ... Switzerland Japan Korea Netherlands Germany United Kingdom Australia Finland Italy France Italy Mexico Singapore Sweden Taiwan Delaware United Kingdom United Kingdom England France Delaware Tfe Techniques et Fabrication Electroniques SAS The Allen Manufacturing Company DBA Danaher Business...

  • Page 134
    ... C.V. Thomson Industries, Inc. Thomson International Holdings LLC Thomson Micron LLC Tianjin Danaher Motion Co. Ltd. Tollo Linear AB Trebio Oy Trojan Investment Company LP Trojan Technologies (general partnership) Delaware England Delaware Mexico New York Delaware New York China Sweden Finland...

  • Page 135
    ... India Singapore Netherlands Canada Netherlands Germany Delaware England Singapore France Videojet Technologies PTE. LTD. (Asia HQ) Videojet Technologies S.A. Videojet Technologies S.L. Videojet Technologies SP z.o.o. Spain Poland Videojet Technologies Trading Co. Ltd. (Shanghai) China Videojet...

  • Page 136
    ... TEchnologies CO. LTD Zhuhai S.E.Z. Videojet Electronics Ltd. Uruguay Italy Switzerland China China China China England Switzerland Germany Zhuji Jacobs Vehicle Systems Co. Ltd. Zibo Kehui Electric Co. LTD Zipher Limited Züllig AG Züllig GmbH Source: DANAHER CORP /DE/, 10-K, February 21, 2008...

  • Page 137
    ...and Restated Danaher Corporation 1998 Stock Option Plan, as amended Retirement and Savings Plan; Savings Plan Retirement and Savings Plan; Savings Plan Amended and Restated Executive Deferred Incentive Program 1998 Stock Option Plan 333-147546 333-144572 November 20, 2007 July 13, 2007 333-117678...

  • Page 138
    ... not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 20, 2008 /s/ H. Lawrence Culp, Jr. By: Name: H. Lawrence Culp, Jr. Title: President and Chief Executive Officer Source: DANAHER CORP...

  • Page 139
    ... material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 20, 2008 /s/ Daniel L. Comas By: Name: Daniel L. Comas Title: Executive Vice President and Chief Financial Officer Source: DANAHER CORP...

  • Page 140
    ... presents in all material respects the financial condition and results of operations of Danaher Corporation. Date: February 20, 2008 /s/ H. Lawrence Culp, Jr. By: Name: H. Lawrence Culp, Jr. Title: President and Chief Executive Officer This certification accompanies the Annual Report on Form 10...

  • Page 141
    ... presents in all material respects the financial condition and results of operations of Danaher Corporation. Date: February 20, 2008 /s/ Daniel L. Comas By: Name: Daniel L. Comas Title: Executive Vice President and Chief Financial Officer This certification accompanies the Annual Report on Form 10...