Danaher 2009 Annual Report Download

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℠
FORM 10-K
DANAHER CORP /DE/ - DHR
Filed: February 24, 2010 (period: December 31, 2009)
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 24, 2010 (period: December 31, 2009) 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
    ... 12th Floor Washington, D.C. (Tddress of Principal Executive Offices) 20006-1813 (Zip Code) Registrant's telephone number, including area code: 202-828-0850 Securities Registered Pursuant to Section 12(b) of the Tct: Title of Each Class Name of Each Exchange On Which Registered Common Stock $.01...

  • Page 3
    ... shares as quoted on the New York Stock Exchange composite tape on such date. EXHIBIT INDEX TPPETRS ON PTGE 105 DOCUMENTS INCORPORTTED BY REFERENCE Part III incorporates certain information by reference from the Registrant's proxy statement for its 2010 annual meeting of stockholders to be filed...

  • Page 4
    ... Disclosure Controls and Procedures Other Information 26 28 29 60 61 102 102 102 9A. Item 9B. PART III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and...

  • Page 5
    ...1. BUSINESS General Danaher Corporation ("Danaher," "Company," "we," "us," "our") derives its sales from the design, manufacture and marketing of professional, medical, industrial, commercial and consumer products, which are typically characterized by strong brand names, proprietary technology and...

  • Page 6
    ...the Years Ended December 31 2008 Segment 2009 2007 Professional Instrumentation Medical Technologies Industrial Technologies Tools & Components 39% 28% 24% 9% 38% 26% 26% 10% 32% 27% 29% 12% Sales in 2009 by geographic destination were: North America, 51% (including 48% in the U.S.); Europe...

  • Page 7
    ...of brands, including GILBARCO, VEEDER-ROOT, and GILBARCO AUTOTANK. Manufacturing facilities are located in North America, Europe, Asia and South America. Sales are generally made through independent distributors and our direct sales personnel. Test and Measurement. Our test and measurement business...

  • Page 8
    ... distributors and resellers. Test and measurement business manufacturing facilities are located in North America, Europe, and Asia. Our test and measurement businesses are leaders in their served market segments. The test and measurement industry continues to be competitive, both in the United...

  • Page 9
    ... under "-Competition." We generally market our products under the LEICA and SURGIPATH brands. Manufacturing facilities are located in the U.S., Europe, China and Australia. The businesses sell to customers primarily through direct sales personnel. Life Sciences Instrumentation . Our life sciences...

  • Page 10
    ...SORT and LINX. Manufacturing facilities are located in the United States, Europe, South America, and Asia. Sales are generally made through our direct sales personnel and independent distributors. Motion. We entered the motion control industry through the acquisition of Pacific Scientific Company in...

  • Page 11
    ... SENSORS, SETRA, QUALITROL and HATHAWAY. Sales are generally made through our direct sales personnel and independent distributors. Manufacturing facilities of our Industrial Technologies focused niche businesses are located in the United States, Latin America, Europe and Asia. TOOLS & COMPONENTS...

  • Page 12
    ...-label products for certain customers. The hand tools that we sell into the industrial and consumer markets are branded under the ARMSTRONG, ALLEN, GEARWRENCH and SATA names. Manufacturing facilities are located in the United States and Asia. Sales are generally made through independent distributors...

  • Page 13
    ... discussion of risks related to our intellectual property, please refer to "Item 1A. Risk Factors." All capitalized brands and product names throughout this document are trademarks owned by, or licensed to, Danaher or its subsidiaries. Competition Although our businesses generally operate in highly...

  • Page 14
    ... our research and development expenditures over each of the last three years, by segment and in the aggregate ($ in millions): For the Years Ended December 31 2009 2008 2007 Segment Professional Instrumentation * Medical Technologies Industrial Technologies Tools & Components Total $ 331 169 123...

  • Page 15
    ... formerly owned by the Company and its subsidiaries and third-party sites where we have been determined to be a potentially responsible party. Refer to Note 8 to the Consolidated Financial Statements for information about the amount of our environmental provisions. We generally make an assessment of...

  • Page 16
    ... each of the last three years, by segment and in the aggregate: 2009 Year Ended December 31 2008 2007 Segment Professional Instrumentation Medical Technologies Industrial Technologies Tools & Components Total percentage of revenue derived from customers outside of the United States 14 54% 6 5% 50...

  • Page 17
    ... each of the last three years, by segment and in the aggregate: Year Ended December 31 2008 2007 Segment 2009 Professional Instrumentation Medical Technologies Industrial Technologies Tools & Components Total percentage of long-lived assets located outside of the United States 28% 5 9% 19% 6% 38...

  • Page 18
    ... demand for our products and services, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies; increasing the difficulty in collecting accounts receivable and the risk of excess and obsolete inventories; increasing price competition in our served...

  • Page 19
    ... pressures resulting from competition may adversely impact our profitability. Our growth depends in part on the timely development and commercialization, and customer acceptance, of new products and product enhancements based on technological innovation. We generally sell our products in industries...

  • Page 20
    ...impact operating results in any given fiscal period, and the impact may be substantially different from period to period. Acquisitions could place unanticipated demands on our management, operational resources and financial and internal control systems. We could experience difficulty in integrating...

  • Page 21
    ... advantage, adequately protect our intellectual property or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties...

  • Page 22
    ... of the use of our products or services and claims relating to intellectual property matters, employment matters, tax matters, commercial disputes, competition and sales and trading practices, environmental matters, personal injury, insurance coverage and acquisition-related matters. These lawsuits...

  • Page 23
    ... dedicate significant cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds we have available for other purposes such as acquisitions, capital investment and stock repurchases; 21 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by...

  • Page 24
    ... the first half of 2008 have resulted in significant declines in the fair value of our pension plan assets. We may incur higher costs to produce our products if commodity prices rise. As discussed in "Item 1. Business - Materials," our manufacturing and other operations employ a wide variety of...

  • Page 25
    ... results of operations in any given period. In addition, the consolidation of distributors in certain of our served industries, as well as the formation of large and sophisticated purchasing groups in industries such as healthcare, could adversely impact our profitability. 23 Source: DANAHER CORP...

  • Page 26
    ...multiple purposes, such as administrative, sales, manufacturing, warehousing and/or distribution. The number of significant facilities by business segment is: Professional Instrumentation, 68; Medical Technologies, 55; Industrial Technologies, 63; and Tools & Components, 27. We consider our...

  • Page 27
    ... Jr. William K. Daniel II 49 45 63 49 52 43 2006 James H. Ditkoff Senior Vice President- Finance and Tax Senior Vice President - General Counsel 1991 2006 2002 2004 Jonathan P. Graham Robert S. Lutz Senior Vice President - Chief Accounting Officer Senior Vice President - Corporate Development...

  • Page 28
    ...Vice President. James A. Lico was appointed Executive Vice President in September 2005. He has served in a variety of general management positions since joining Danaher in 1996, including most recently as President of Fluke Corporation from July 2000 until September 2005, as Vice President and Group...

  • Page 29
    ... use in connection with the Company's equity compensation plans (or any successor plan) and for other corporate purposes. As of December 31, 2009, 1,977,566 shares remain available for repurchase pursuant to this program. Recent Issuances of Unregistered Securities During the fourth quarter of 2009...

  • Page 30
    ... ($150 million after-tax or $0.45 per diluted share) gain on sale of the Company's power quality business. Refer to Note 3 to the Consolidated Financial Statements for additional information. 28 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The...

  • Page 31
    ... integrate appropriate acquisitions, develop innovative new products with higher gross profit margins and continue to improve operating efficiency and organizational effectiveness. We are making significant investments, organically and through acquisitions, to address the rapid pace of technological...

  • Page 32
    ...existing units of the Medical Technologies, Professional Instrumentation and Industrial Technologies segments. The aggregate annual sales of these fifteen acquired businesses at the time of their respective acquisitions, in each case based on the company's revenues for its last completed fiscal year...

  • Page 33
    ... 2007 acquisition of Tektronix (net of comparable acquisition-related charges recorded in 2009) favorably impacted year-over-year operating profit margin comparisons by 10 basis points. The Company anticipates that the dilutive effect of acquisitions and acquisition-related accounting charges...

  • Page 34
    ...of Contents Business Segments The table below summarizes sales by business segment for each of the periods indicated: For the Years Ended December 31 ($ in millions) 2008 2009 2007 Professional Instrumentation Medical Technologies Industrial Technologies Tools & Components Total $ 4,330.7 3,141...

  • Page 35
    ... product offerings and leak detection systems also adversely impacted year-over-year comparisons. The decline in demand for the business' leak detection systems was partially attributable to a significant project in 2008 that did not repeat in 2009. Test & Measurement. Sales in the segment's test...

  • Page 36
    ... acquisition of Tektronix. The Company also incurred Tektronix-related charges in 2007 associated with acquired in-process research and development that affected year-over-year operating profit margin comparisons by 170 basis points. Depreciation and amortization as a percentage of sales increased...

  • Page 37
    ... in connection with the performance of their work. The Medical Technologies segment encompasses the dental and life sciences and diagnostics businesses. Medical Technologies Selected Financial Data For the Years Ended December 31 ($ in millions) 2008 2009 2007 Sales Operating Profit Depreciation...

  • Page 38
    ... third quarter 2008. The Company's acquisition of PaloDEx, a leading manufacturer of dental imaging products, in the fourth quarter of 2009 will provide additional sales growth in the Company's dental imaging business in 2010. 2008 COMPARED TO 2007 Segment sales for Medical Technologies increased...

  • Page 39
    ...quality businesses that were part of this segment and all 2007 segment results have been adjusted to exclude the results of these discontinued operations. Industrial Technologies Segment Selected Financial Data For the Years Ended December 31 ($ in millions) 2008 2009 2007 Sales Operating profit...

  • Page 40
    ... end markets. 2008 COMPARED TO 2007 Segment sales for Industrial Technologies increased 3.5% for 2008 as compared to 2007. Sales growth experienced for the majority of the year in the segment's motion and niche aerospace and defense and sensors lines of business was partially offset by sales...

  • Page 41
    ... and distributors of general purpose and specialty mechanics' hand tools. Other products manufactured by the businesses in this segment include toolboxes and storage devices; diesel engine retarders; wheel service equipment and drill chucks. 39 Source: DANAHER CORP /DE/, 10-K, February 24, 2010...

  • Page 42
    ... attributable to the Company's 2008 and 2009 restructuring activities and improved productivity in the business' manufacturing facilities partially offset these negative year-over-year factors. Overview of Businesses within the Tools & Components Segment Mechanics' hand tools sales from existing...

  • Page 43
    ... in 2007 associated with the fire, favorably impacted year-over-year operating profit margin comparisons by 50 basis points. Commodity costs declined significantly in the fourth quarter of 2008. Overview of Businesses within the Tools & Components Segment Mechanics' hand tools sales, representing...

  • Page 44
    ...of internal and contract engineering personnel costs) as a percentage of sales were flat during 2009 as compared to 2008. The Company continues to invest in new product development within all of its businesses, with particular emphasis on the medical technologies, test and measurement, environmental...

  • Page 45
    ... 2007 as a result of higher average invested cash balances as less cash was deployed for acquisitions during 2008. INCOME TAXES General Income tax expense and deferred tax assets and liabilities reflect management's assessment of future taxes expected to be paid on items reflected in the Company...

  • Page 46
    ... December 31, 2009, 2008 or 2007. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company is exposed to market risk from changes in interest rates, foreign currency exchange rates and credit risk, which could impact its results of operations and financial condition. The Company addresses its exposure...

  • Page 47
    ... of 2009 and ended the year at exchange rates lower than existed as of December 31, 2008. If the exchange rates in effect as of December 31, 2009 prevail throughout 2010, currency exchange rates will positively impact 2010 reported sales and operating results relative to the Company's performance...

  • Page 48
    ... March 2009 public debt offering) Proceeds of March 2009 public debt offering Purchase of treasury stock Payment of dividends Net cash provided by / (used in) financing activities 1,131.0 - (117.5) (34.3) 1,712.2 • • Operating cash flow from continuing operations, a key source of the Company...

  • Page 49
    ... for general corporate purposes, including acquisitions. • As of December 31, 2009, the Company held $1.7 billion of cash and cash equivalents. As discussed below in "-Recent Acquisition Activity," subsequent to December 31, 2009, the Company utilized $1.1 billion of cash on hand in connection...

  • Page 50
    ... in the life sciences, dental, product identification, environmental or test and measurement markets. These businesses were acquired to complement existing units of the Medical Technologies, Professional Instrumentation and Industrial Technologies segments. The aggregate annual sales of these...

  • Page 51
    ... existing units of the Professional Instrumentation, Medical Technologies or Industrial Technologies segments. The aggregate annual sales of these ten acquired businesses at the time of their respective acquisitions, in each case based on the company's revenues for its last completed fiscal year...

  • Page 52
    ... on May 3, 2010 (the "Supplemental Credit Facility" and together with the Credit Facility, the "Credit Facilities"). The Credit Facilities can also be used for working capital and other general corporate purposes. Under the Credit Facility, interest is based on, at the Company's option (1) a LIBOR...

  • Page 53
    ... on exchange rates in effect at the time the offering closed) and were used to pay down a portion of the Company's outstanding commercial paper and for general corporate purposes, including acquisitions. The Company may redeem the notes upon the occurrence of specified, adverse changes in tax laws...

  • Page 54
    ... acquisitions, to pay interest and service debt, fund its restructuring activities and pension plans as required, pay dividends to shareholders and repurchase shares of the Company's common stock. The Company generally intends to use available cash and internally generated funds to meet these cash...

  • Page 55
    ... us 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. Consist of agreements to purchase goods or services that are enforceable and legally binding on the Company and that...

  • Page 56
    ...connection with these divestitures, the Company often provides representations, warranties and/or indemnities to cover various risks and unknown liabilities, such as claims for damages arising out of the use of products or relating to intellectual property matters, commercial disputes, environmental...

  • Page 57
    ... or results of operations. While the Company maintains workers' compensation, property, cargo, automobile, aviation, crime, fiduciary, product, general liability, and directors' and officers' liability insurance (and has acquired rights under similar policies in connection with certain acquisitions...

  • Page 58
    ... by considering factors unique to its reporting units, including recent operating results, business plans, economic projections, anticipated future cash flows, and other market data. The Company also estimates fair value utilizing a discounted cash flow analysis (i.e., an income approach) in...

  • Page 59
    ... for products sold and are recorded as a reduction in reported revenues at the time of sale. Customer allowances and rebates, consisting primarily of volume discounts and 57 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained...

  • Page 60
    ... unaccompanied by other elements. Share-Based Compensation : The Company accounts for share-based compensation by measuring the cost of employee services received in exchange for all equity awards granted, including stock options, restricted stock units ("RSUs") and restricted shares, based on the...

  • Page 61
    ... of the Company's 2009 and anticipated 2010 defined benefit pension plan contributions, please see "Liquidity and Capital Resources -Cash and Cash Requirements". New Accounting Standards In December 2009, the FASB issued Accounting Standards Update (ASU) No. 2010-02, "Accounting and Reporting for...

  • Page 62
    ... and Results of Operations." 60 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 63
    ... (COSO) in "Internal Control-Integrated Framework". Based on this assessment, management concluded that, as of December 31, 2009, the Company's internal control over financial reporting is effective. The Company's independent registered public accounting firm has issued an audit report on the...

  • Page 64
    ...and Stockholders of Danaher Corporation: We have audited Danaher Corporation and subsidiaries' internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway...

  • Page 65
    ... for Defined Benefit Pension and Other Postretirement Plans (codified in FASB ASC Topic 715, Compensation - Retirement Benefits ). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Danaher Corporation's internal control over...

  • Page 66
    ... OF ETRNINGS Year Ended December 31 ($ in thousands, except per share data) 2009 2008 2007 Sales Operating costs and expenses: Cost of sales Selling, general and administrative expenses Research and development expenses Other income Total operating expenses Operating profit Interest expense...

  • Page 67
    ...(103,100) 9,808,562 $17,490,128 Total liabilities and stockholders' equity See the accompanying Notes to the Consolidated Financial Statements. 65 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 68
    ... Year Ended December 31 ($ in thousands) 2009 2008 2007 Cash flows from operating activities: Net earnings Less: earnings from discontinued operations, net of tax Net earnings from continuing operations Non-cash items, net of the effect of discontinued operations: Depreciation Amortization Stock...

  • Page 69
    ... thousand restricted shares issued in connection with Tektronix acquisition) Treasury stock purchase (1.64 million shares) Increase from translation of foreign financial statements Unrecognized pension and postretirement plan costs (net of tax expense of $22 million) Balance, December 31, 2007 341...

  • Page 70
    ... motion control equipment; monitoring, sensing and control devices; and aerospace safety devices and defense articles. The Tools & Components segment is one of the largest producers and distributors of general purpose and specialty mechanics' hand tools. Other products manufactured by the businesses...

  • Page 71
    ... technology, continues over the estimated useful lives of the identified asset. Refer to Notes 2 and 6 for additional information. Revenue Recognition -As described above, the Company derives revenues primarily from the sale of professional, medical, industrial, commercial and consumer products...

  • Page 72
    ... information related to the unrecognized pension and post-retirement cost components of accumulated other comprehensive income (loss). Accounting for Stock Options -The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity...

  • Page 73
    ...existing units of the Professional Instrumentation, Medical Technologies and Industrial Technologies segments. The aggregate annual sales of these acquired businesses at the time of their respective acquisitions, in each case based on the company's revenues for its latest completed fiscal year prior...

  • Page 74
    ...Company's test and measurement business and its results are reported within the Professional Instrumentation segment. The $1.9 billion of goodwill recorded related to the acquisition of Tektronix arose primarily due to the strategic fit of Tektronix with existing operations, the worldwide leadership...

  • Page 75
    ...other 2007 acquisitions as a group ($ in thousands): 2007 Acquisitions Tektronix ChemTreat Tll Others Total Accounts receivable Inventory Property, plant and equipment Goodwill Other intangible assets, primarily customer relationships, trade names and patents In-process research and development...

  • Page 76
    .... Employee termination, facility closure and restructuring costs are presented as a component of the Company's accrued expenses in the accompanying balance sheet. Refer to Note 8. 74 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information...

  • Page 77
    ... cash on hand. AB SCIEX and Molecular Devices Corporation will operate within the Company's Medical Technologies segment, and are expected to increase the Medical Technologies segment's annual revenues by approximately $650 million. The acquisition of AB SCIEX significantly expands the Company...

  • Page 78
    ...of factors including operating results, business plans, economic projections, anticipated future cash flows, and transactions and market place data. The Company's annual impairment test was performed as of the first day of the Company's fiscal fourth quarters of 2009, 2008 and 2007 and no impairment...

  • Page 79
    ... $ 9,818 2009 2008 Professional Instrumentation Medical Technologies Industrial Technologies Tools & Components $ 4,028 3,555 2,041 194 $ 9,818 $ 3,802 3,242 1,973 194 $9,211 Intangible assets are amortized over their legal or estimated useful life. The following summarizes the gross carrying...

  • Page 80
    ... compensation liability under these programs are recognized based on the fair value of the participants' accounts based on their investment elections. Refer to Note 10 for information related to the fair value of the Company sponsored defined benefit pension plan assets. 78 Source: DANAHER CORP...

  • Page 81
    ... ($ in thousands): 2009 2008 Current Non-Current Current Non-Current Compensation and benefits Restructuring Claims, including self-insurance and litigation Pension and postretirement benefits Environmental and regulatory compliance Taxes, income and other Sales and product allowances Warranty...

  • Page 82
    ...on exchange rates in effect at the time the offering closed) and were used to pay down a portion of the Company's outstanding commercial paper and for general corporate purposes, including acquisitions. The Company may redeem the notes upon the occurrence of specified, adverse changes in tax laws or...

  • Page 83
    ...or the amount of the common stock dividend paid during such quarterly period multiplied by the number of shares issuable upon conversion of a LYON. The Company paid approximately $1.1 million of contingent interest on the LYONs for the year ended December 31, 2009. Except for the contingent interest...

  • Page 84
    ...benefit obligations at date of measurement: U. S. Plans Non-U.S. Plans December 31, 2009 December 31, 2008 December 31, 2009 December 31, 2008 Discount rate Rate of compensation increase 5.75% 4.00% 6.25% 4.00% 5.10% 3.10% 5.15% 3.10% 82 Source: DANAHER CORP /DE/, 10-K, February 24, 2010...

  • Page 85
    ... during the year ending December 31, 2010. Selection of Expected Rate of Return on Assets For the years ended December 31, 2009, 2008, and 2007, the Company used an expected long-term rate of return assumption of 8.0% for the Company's U.S. defined benefit pension plan. The Company intends on...

  • Page 86
    ... Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Cash Equity Securities: Common stock Preferred stock Fixed Income Securities: Corporate bonds Government issued Mutual Funds Common/Collective Trusts Venture capital and partnerships Real estate $ 16.31 323.12 $ - - - - - 12.50...

  • Page 87
    ... years ended December 31, 2009, 2008 and 2007, respectively. (11) OTHER POST RETIREMENT EMPLOYEE BENEFIT PLTNS: In addition to providing pension benefits, the Company provides certain health care and life insurance benefits for some of its retired employees in the United States. Certain employees...

  • Page 88
    ... within one year. At December 31, 2008, $109.5 million of the total underfunded status of the plan was recognized as long-term accrued post-retirement liability. Weighted average assumptions used to determine benefit obligations at date of measurement: 2009 2008 Discount rate Medical trend rate...

  • Page 89
    ...was $136 million, $110 million and, $103 million, for the years ended December 31, 2009, 2008 and 2007, respectively. The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects in material and workmanship when properly...

  • Page 90
    ... operations or cash flows. While the Company maintains workers compensation, property, cargo, automobile, aviation, crime, fiduciary, product, general liability, and directors' and officers' liability insurance (and has acquired rights under similar policies in connection with certain acquisitions...

  • Page 91
    ... and state environmental laws and regulations. The Company has projects underway at a number of current and former facilities, in both the United States and abroad, to investigate and remediate environmental contamination resulting from past operations. The Company is also from time to time party to...

  • Page 92
    ... of the following ($ in thousands): 2009 2008 Bad debt allowance Inventories Property, plant and equipment Pension and postretirement benefits Insurance, including self - insurance Basis difference in LYONs Goodwill and other intangibles Environmental and regulatory compliance Other accruals and...

  • Page 93
    ... 2009 2008 2007 Statutory federal income tax rate Increase (decrease) in tax rate resulting from: State income taxes (net of Federal income tax benefit) Taxes on foreign earnings In-process research and development Resolution of uncertain tax positions / statute expirations Acquisition costs...

  • Page 94
    ... and 2007. In addition, the Company has subsidiaries in Germany, Canada, France, Hong Kong and various other states, provinces and countries that are currently under audit for years ranging from 2001 through 2008. During 2009, the Company recognized tax benefits associated with certain international...

  • Page 95
    ... the public of $82.25 per share. The net proceeds, after expenses and the underwriter's discount, were $550 million. The proceeds were used, in part, to fund the 2007 acquisition of Tektronix (refer to Note 2). During 2009, the Company did not repurchase any shares of Company common stock pursuant...

  • Page 96
    ...2009, approximately 11 million shares of the Company's common stock were reserved for issuance under the 2007 Stock Incentive Plan. The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted, including stock options...

  • Page 97
    ... 2009, $150 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately 2 years. 95 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained...

  • Page 98
    ... of the Company's stock. The aggregate intrinsic value of options exercised during the years ended December 31, 2009, 2008 and 2007 was $151 million, $64 million and $201 million, respectively. Exercise of options during the years ended December 31, 2009, 2008 and 2007 resulted in cash receipts of...

  • Page 99
    ... The following table summarizes information on unvested restricted stock units and restricted shares activity during the three years ended December 31, 2009: Number of RSUs / Restricted Shares (in thousands) Weighted-Tverage Grant-Date Fair Value Unvested at January 1, 2007 Forfeited Vested 1,597...

  • Page 100
    ... Restructuring and other related charges recorded for the year ended December 31 by segment are summarized in the table below ($ in millions): Segment 2009 2008 Professional Instrumentation Medical Technologies Industrial Technologies Tools & Components $ 99.0 60.5 60.7 18.3 $238.5 $ 28.8 26...

  • Page 101
    ... totals. Detailed segment data for the years ended December 31, 2009, 2008 and 2007 is presented in the following table ($ in thousands): 2009 2008 2007 Total Sales: Professional Instrumentation Medical Technologies Industrial Technologies Tools & Components Operating Profit: Professional...

  • Page 102
    ... Technologies Tools & Components Sales by Major Product Group: Year Ended December 31 ($ in thousands) 2009 2008 2007 Analytical and physical instrumentation Medical & dental products Motion and industrial automation controls Mechanics and related hand tools Product identification Aerospace...

  • Page 103
    Table of Contents (20) QUTRTERLY DTTT-UNTUDITED ($ in thousands, except per share data): 2009 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Net sales Gross profit Operating profit Net earnings $ 2,627,744 1,258,609 340,219 237,712 $ $ 0.74 $ 2,673,609 1,262,269 343,946 295,694 $ $ 0.93 0....

  • Page 104
    ... year ended December 31, 2009 included in Item 8 of this Annual Report on Form 10-K, under the headings "Report of Management on Danaher Corporation's Internal Control Over Financial Reporting" and "Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting...

  • Page 105
    ... by reference to the sections entitled Beneficial Ownership of Danaher Common Stock by Directors, Officers and Principal Shareholders and Equity Compensation Plan Information in the Proxy Statement for the Company's 2010 annual meeting. ITEM 13. CERTTIN RELTTIONSHIPS TND RELTTED TRTNSTCTIONS, TND...

  • Page 106
    ...the notes thereto. Exhibits. The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report. 104 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 107
    ... to 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) 10.1 10.2 Danaher Corporation Non-Employee Directors' Deferred Compensation Plan, as amended, a sub-plan under the 2007 Stock Incentive Plan Amended Form of...

  • Page 108
    ... Executive Deferred Incentive Program* Danaher Corporation 2007 Executive Cash Incentive Compensation Plan, as amended * 10.10 10.11 10.12 Incorporated by reference to Exhibit 10.6 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarterly period ended July 3, 2009 (Commission File...

  • Page 109
    ...) Incorporated by reference to Exhibit 10.34 to Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089) 10.18 10.19 10.20 Description of compensation arrangements for non-management directors Credit Agreement, dated as of April 25...

  • Page 110
    ... Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089) 12.1 21.1 23.1 31.1 Calculation of ratio of earnings to fixed charges Subsidiaries of Registrant Consent of Independent Registered Public Accounting Firm Certification of Chief...

  • Page 111
    ...Named Executive Officer named in the exhibit that is substantially identical in all material respects to the form of agreement attached, except as to the name of the counterparty. 109 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information...

  • Page 112
    ... Business Reporting Language): (i) Consolidated Condensed Balance Sheets at December 31, 2009 and December 31, 2008, (ii) Consolidated Condensed Statements of Earnings for the twelve months ended December 31, 2009, 2008 and 2007, (iii) Consolidated Condensed Statement of Stockholders' Equity...

  • Page 113
    ... authorized. DTNTHER CORPORTTION Date: February 23, 2010 By: /S / H. LAWRENCE CULP, JR. H. Lawrence Culp, Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of...

  • Page 114
    ... Daniel L. Comas Executive Vice President and Chief Financial Officer /S / ROBERT S. LUTZ February 23, 2010 Robert S. Lutz Senior Vice President and Chief Tccounting Officer 112 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information...

  • Page 115
    ... related to businesses disposed. 113 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 116
    ...10.17, except as to the name of the executive, date of execution and governing law: Daniel L. Comas William K. Daniel II James A. Lico Thomas P. Joyce, Jr. Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not be...

  • Page 117
    ... year under the NonEmployee Directors' Deferred Compensation Plan, which is a sub-plan under the 2007 Stock Incentive Plan. Amounts deferred under the plan are converted into a particular number of phantom shares of Danaher common stock, calculated based on the closing price on the quarterly...

  • Page 118
    ..., as Documentation Agents, and BANC OF AMERICA SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Book Managers. Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 119
    ... into among DANAHER CORPORATION, a Delaware corporation (the "Company"), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a "Designated Borrower " and, together with the Company, the "Borrowers " and, each a " Borrower"), each lender from time to time party hereto...

  • Page 120
    ..., as the case may be, as may be determined by such Lender to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. "Applicant Borrower " has the meaning specified in Section 2.14 . 2 Credit Agreement Source: DANAHER CORP /DE...

  • Page 121
    .... "Audited Financial Statements " means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2005, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year of the Company and...

  • Page 122
    .... "Change of Control " means, with respect to any Person, an event or series of events by which: (a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding (i) any employee benefit plan of such person or its subsidiaries, and...

  • Page 123
    ... paragraph hereto. "Company Guaranty " means the Guaranty made by the Company in favor of the Administrative Agent and the Lenders, in respect of the Obligations of the Designated Borrowers pursuant to Article X of this Agreement. "Competitive Bid " means a written offer by a Lender to make one or...

  • Page 124
    ... the case may be. 6 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 125
    ... of provisions relating to Section 412 of the Code). "ERISA Event " means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as...

  • Page 126
    ...System of the United States. "Fund" means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 8 Credit Agreement Source: DANAHER CORP...

  • Page 127
    "GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such ...

  • Page 128
    ..., any Governmental Authority, in each case whether or not having the force of law, including, without limitation all Environmental Laws. 10 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not be...

  • Page 129
    ..., trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets, as set forth in the most recent balance sheet of the Company and its Subsidiaries and computed in accordance with GAAP. 11 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010...

  • Page 130
    ... each state so described in any EMU Legislation. "PBGC" means the Pension Benefit Guaranty Corporation. 12 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed...

  • Page 131
    ... corporate controller, any vice president or executive vice president of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a 13 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information...

  • Page 132
    ... with respect to any capital stock or other equity interest of the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of...

  • Page 133
    "Subsidiary " of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities ...

  • Page 134
    ... accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year. "United States " and "U.S." mean the United States of America. "Yen" and "Â¥" mean the lawful currency of Japan. 1.02 Other Interpretive Provisions. With reference to...

  • Page 135
    .... 17 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 136
    ... to Eastern time (daylight or standard, as applicable). ARTICLE II. TNE COMMITMENTS AND BORROWING 2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a "Committed Loan ") to the Company or a Designated Borrower in...

  • Page 137
    .... 19 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 138
    ... 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.

  • Page 139
    ...the Borrower. 2.03 Bid Loans. (a) General. Subject to the terms and conditions set forth herein, each Lender agrees that the Company may from time to time request the Lenders to submit offers to make loans (each such loan, a " Bid Loan") to the Company or a Designated Borrower in Dollars, in one or...

  • Page 140
    ... Bid Margins within each Interest Period; and 22 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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...

  • Page 141
    ... 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.

  • Page 142
    ... 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.

  • Page 143
    ... 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.

  • Page 144
    .... 26 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 145
    ... 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.

  • Page 146
    ... quarterly in 28 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 147
    .... 29 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 148
    ... 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.

  • Page 149
    ...case may be, pro rata 31 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 150
    ... such Designated 32 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 151
    .... 33 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 152
    .... 34 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 153
    ... to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). 35 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 154
    ... 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.

  • Page 155
    ...jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized, maintains a lending office or does business (other than doing business solely as a result of entering into this Agreement, performing any obligations...

  • Page 156
    ... 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.

  • Page 157
    ... notice, the Company may revoke any pending request for a Borrowing of Eurocurrency Margin Bid Loans in the affected currency or currencies. 39 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may...

  • Page 158
    ...), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender such additional amounts as will compensate such Lender or such Lender's holding company for such...

  • Page 159
    ..., each properly executed by a Responsible Officer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent, its legal counsel and each of...

  • Page 160
    ... in Exhibit H; (vi) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be...

  • Page 161
    ... and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or...

  • Page 162
    ... balance sheet of the Company and its Subsidiaries most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(b) , and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal quarter ended on that date (i) were...

  • Page 163
    ... Company and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result...

  • Page 164
    ... carrying Margin Stock. (b) None of the Company, any Person Controlling the Company, or any Subsidiary is or is required to be registered as an "investment company" under the Investment Company Act of 1940. 5.14 Disclosure. No report, financial statement, certificate or other information furnished...

  • Page 165
    ...fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Company as fairly presenting the financial condition, results of operations, shareholders' equity and cash flows of the Company...

  • Page 166
    ...or the audit committee of the board of directors) of the Company by independent accountants in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them; (d) promptly after the same are available, copies of each annual report, proxy or financial statement or...

  • Page 167
    ...Adverse Effect; (c) of the occurrence of any ERISA Event which may result in material liability for the Company or any of its Subsidiaries; (d) of any material change in accounting policies or financial reporting practices by the Company or any Subsidiary; and (e) of any announcement by Moody's or...

  • Page 168
    ... of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours...

  • Page 169
    ...any operating lease entered into by the Company or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased; 51 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained...

  • Page 170
    ... from precautionary UCC financing statement filings with respect to operating leases or consignment arrangements entered into by the Company or any of its Subsidiaries in the ordinary course of business; (l) Liens in favor of banking institutions arising by operation of law encumbering deposits...

  • Page 171
    ...more than 25% of the value of the assets of the Company and its Subsidiaries (as determined in good faith by the Company) consist of or are represented by Margin Stock, or (ii) be accompanied by a legal opinion of counsel reasonably acceptable to the Administrative Agent confirming compliance by the...

  • Page 172
    ... owed by the Company or such Subsidiary as a result thereof is greater than the Threshold Amount; or (f) Insolvency Proceedings, Etc . Any Loan Party or any of its Subsidiaries which, in the case of any such Subsidiary, as of the most recently ended fiscal year of the Company contributed or was...

  • Page 173
    ... order for relief is entered in any such proceeding; or (g) Inability to Pay Debts; Attachment . (i) The Company or any Subsidiary which, in the case of any such Subsidiary, as of the most recently ended fiscal year of the Company contributed or was accountable for at least 5% of the revenues of the...

  • Page 174
    ... 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.

  • Page 175
    ..., 57 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 176
    ..., 58 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 177
    ... its Individual Capacity . Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan...

  • Page 178
    ... 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.

  • Page 179
    ... 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.

  • Page 180
    ...that might otherwise constitute a legal or equitable defense available to, or a discharge of, the Company, any other Loan Party or surety. 62 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 181
    ... under or in respect of this Company Guaranty or any other Loan Document, including, without limitation, any right of subrogation, 63 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not be...

  • Page 182
    ... statute or common law, including, without limitation, the right to take or receive from such Designated Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim...

  • Page 183
    ..., 65 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 184
    ... 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.

  • Page 185
    ...remedies, powers and privileges provided by law. 11.04 Costs and Expenses . The Company agrees (a) to pay or reimburse the Administrative Agent for all out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other...

  • Page 186
    .... 68 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 187
    ...; 69 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 188
    ... 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.

  • Page 189
    .... 71 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 190
    ... same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York...

  • Page 191
    ... time to time by the Granting Lender to the Administrative Agent and the Company (a " Designated Affiliate ") the option to provide all or any part of any Committed Loan that such Granting Lender would otherwise be obligated to make to a Designated Borrower not organized under the laws of the United...

  • Page 192
    ... concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws. 11...

  • Page 193
    .... 75 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 194
    .... 76 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 195
    ... 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.

  • Page 196
    ... ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF...

  • Page 197
    ... 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.

  • Page 198
    ... any Margin Stock of the Company or any of its Subsidiaries as collateral in extending or maintaining its Commitment hereunder. [Signature pages follow.] 80 Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained...

  • Page 199
    ...President Signature Page Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 200
    ...DEUTSCNE BANK AG NEW YORK BRANCN, as a Lender By: /s/ Frederick W. Laird Name: Frederick W. Laird Title: Managing Director By: /s/ Vincent K. Wong Name: Vincent K. Wong Title: Vice President Signature Page Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar...

  • Page 201
    ...President Signature Page Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 202
    ...President Signature Page Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 203
    ...: Chief Legal Counsel By: /s/ Birger Helgesen Name: Birger Helgesen Title: Relationship Manager MERRILL LYNCN BANK USA, as a Lender By: /s/ Derek Befus Name: Derek Befus Title: Vice President MORGAN STANLEY BANK, as a Lender By: /s/ Daniel Twenge Name: Daniel Twenge Title: Vice President WILLIAM...

  • Page 204
    ... Page Credit Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 205
    .... Schedule 1.01 Page 1 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 206
    ... be taken as zero. The resulting figures shall be rounded to four decimal places. If requested by the Administrative Agent or the Company, each Lender with a Lending Office in the United Kingdom or a Participating Member State shall, as soon as practicable after publication by the Financial Services...

  • Page 207
    ... Schedule 1.01 Page 3 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 208
    ... of America, N.A. Citibank, N.A. Wachovia Bank, National Association JPMorgan Chase Bank, N.A. The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch Sumitomo Mitsui Banking Corp., New York SunTrust Bank Deutsche Bank AG New York Branch The Northern Trust Company Barclays Bank PLC UBS Loan Finance...

  • Page 209
    ... 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.

  • Page 210
    ... Amount Videojet Hach Lange Fluke / Hart Scientific Capitalized Lease on office Building, Wood Dale, IL Mortgage on Berlin, Germany plant Mortgage on building, American Fork, UT $ 16 million EUR 3 million $ 2 million Schedule 7.01 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by...

  • Page 211
    ...and DESIGNATED BORROWERS: Danaher Corporation 2099 Pennsylvania Avenue, N.W. 12th Floor Washington, D.C. 20006 Website Address: www.danaher.com Attention: Vice President and Treasurer Telephone: (202) 419-7613 Facsimile: (202) 419-7666 Electronic Mail: Attention: Associate General Counsel Telephone...

  • Page 212
    ... 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.

  • Page 213
    ... 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.

  • Page 214
    ... CORPORATION By: Name: Title: A-1 Form of Committed Loan Notice Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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...

  • Page 215
    ... CORPORATION By: Name: Title: A-2 Form of Swing Line Loan Notice Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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...

  • Page 216
    ... as therein defined), among Danaher Corporation (the " Company"), its subsidiaries party thereto (each a " Designated Borrower ") the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent and Swing Line Lender. 1. 2. 3. The Lenders are invited to make Bid Loans to...

  • Page 217
    [DESIGNATED BORROWER] By: Name: Title: B-1 Form of Bid Request Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 ...

  • Page 218
    ... therein being used herein as therein defined), among Danaher Corporation, a Delaware corporation (the "Company"), its subsidiaries party thereto (each a " Designated Borrower "), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent and Swing Line Lender. In...

  • Page 219
    ...Bid Loan No. Accepted $ $ $ DANANER CORPORATION By: Name: Title: [DESIGNATED BORROWER] Date: By: Name: Title: Date: B-2 Form of Competitive Bid Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 220
    ... a Designated Borrower. C-1 Form of Note Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 221
    ... CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [DANANER CORPORATION] [OR APPLICABLE DESIGNATED BORROWER] By: Name: Title: C-2 Form of Note Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 222
    ... 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.

  • Page 223
    ... the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit...

  • Page 224
    ... WITNESS WHEREOF, the undersigned has executed this Certificate as of , . DANANER CORPORATION By: Name: Title: D-2 Form of Compliance Certificate Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 225
    ... 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.

  • Page 226
    ... 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.

  • Page 227
    ...as Designated Borrowers Administrative Agent : Bank of America, N.A., as the administrative agent under the Credit Agreement Credit Agreement : Credit Agreement, dated as of April __, 2006, among, Danaher Corporation and certain subsidiaries thereof, as borrowers, the Lenders from time to time party...

  • Page 228
    ... 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.

  • Page 229
    ... 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.

  • Page 230
    ... 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.

  • Page 231
    ... law of the State of New York. E-6 Form of Assignment and Assumption Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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...

  • Page 232
    ...LAW. F-1 Form of Designated Borrower Request and Assumption Agreement Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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...

  • Page 233
    ... to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. [DESIGNATED BORROWER] By: Name: Title: DANANER CORPORATION By: Name: Title: F-2 Form of Designated Borrower Request and Assumption Agreement Source: DANAHER CORP /DE/, 10...

  • Page 234
    ... Form of Designated Borrower Notice Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 235
    ..., but not limited to, certificates of public officials and officers of the Borrower) as we have considered necessary for purposes of this opinion. Exhibit H-2 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may...

  • Page 236
    ... 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.

  • Page 237
    ...decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general principles of equity...

  • Page 238
    ... (b) violate the provisions of the state laws of the State of New York, the Delaware General Corporation Law statute or federal laws of the United States of America applicable to the Borrower or (c) conflict with, violate, breach or constitute a default under, or result in the imposition of any lien...

  • Page 239
    ... 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.

  • Page 240
    ... 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.

  • Page 241
    ... 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.

  • Page 242
    ... 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.

  • Page 243
    ... 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.

  • Page 244
    ... 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.

  • Page 245
    ... 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.

  • Page 246
    ... 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.

  • Page 247
    ... 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.

  • Page 248
    ... 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.

  • Page 249
    ... 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.

  • Page 250
    ... 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.

  • Page 251
    ... 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.

  • Page 252
    ... 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.

  • Page 253
    ... 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.

  • Page 254
    ... 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.

  • Page 255
    ... 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.

  • Page 256
    ... 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.

  • Page 257
    ... 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.

  • Page 258
    ... 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.

  • Page 259
    ... 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.

  • Page 260
    ... 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.

  • Page 261
    ... 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.

  • Page 262
    ...") is entered into by and between Danaher Corporation (the "Issuer") with offices at 2099 Pennsylvania Avenue, N.W., 12th Floor, Washington, D.C. 20006 and Deutsche Bank Trust Company Americas (the "Bank") with offices at 60 Wall St, 27th Floor, New York, NY 10005. Section 1. Appointment The Issuer...

  • Page 263
    ... of the Bank, acting as paying agent for the Issuer, in each case the Note Certificate being registered in the name of Cede & Co., a nominee of DTC. Page 2 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not be...

  • Page 264
    ..., in each case received by the Bank at the address specified in Section 15 prior to 1:00 p.m. New York time on the day on which the Instructions are to be operative, which shall be a day the Bank is open for business. Page 3 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar...

  • Page 265
    ...writing purporting to be from an Authorized Officer or Authorized Person prior to 1:00 p.m. New York time on the day on which such Instructions are to be operative. In the absence of the Bank's timely receipt of such written confirmation or in the event the Bank acts upon Instructions received after...

  • Page 266
    ... 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.

  • Page 267
    ...such Obligation to the party specified in the Instructions and hold as receipt a confirmation copy generated by SDFS (in the case of Book Entry transactions), or (a) the receipt of the party specified in the Instructions or (b) the United States Post Office's registered mail (both (a) and (b) in the...

  • Page 268
    ... necessary FSC. Page 7 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 269
    ... 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.

  • Page 270
    ... of gross negligence, willful Page 9 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 271
    ... by hand (against receipt), or (b) by United States Post Office registered mail (against receipt) or by regular mail (upon receipt) to the party and at the address set forth below or at such other address as either party may designate by written notice: (a) Danaher Corporation 2099 Pennsylvania...

  • Page 272
    ... Mail: Attention: Associate General Counsel Telephone: (202) 419-7611 Facsimile: (b) (202) 419-7666 Electronic Mail: Deutsche Bank Trust Company Americas Trust & Securities Services 60 Wall St. - 27th Floor New York, NY 10005 Attention: Money Market Instruments Operations Telephone: (212) 250...

  • Page 273
    ... 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.

  • Page 274
    ... by: Deutsche Bank Trust Company Americas /s/ Annie Jaghatspanyan Authorized Officer's Signature Name: Annie Jaghatspanyan Title: Assistant Vice President Date: Danaher Corporation /s/ Frank T. McFaden Authorized Officer's Signature Name: Frank T. McFaden Title: Vice President and Treasurer Date...

  • Page 275
    ... Trust & Clearing Corporation Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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...

  • Page 276
    ... by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized...

  • Page 277
    ... of James F. O'Reilly. IN WITNESS WHEREOF, the undersigned has signed his name as of April ___, 2006. DANAHER CORPORATION By: Name: Frank McFaden Title: Vice President and Treasurer Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information...

  • Page 278
    ... Bank Trust Company Americas. IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal of Danaher Corporation as of April ___, 2006. DANAHER CORPORATION By: Name: James F. O'Reilly Title: Secretary and Associate General Counsel [Seal] I, Frank McFaden, Vice President and Treasurer...

  • Page 279
    ... in connection with the commercial paper notes and/or book-entry Obligations. Name Office Signature H. Lawrence Culp, Jr. Daniel L. Comas President and Chief Executive Officer Executive Vice President and Chief Financial Officer Frank McFaden Vice President and Treasurer Source: DANAHER CORP...

  • Page 280
    ..., 2006. DANAHER CORPORATION By: Name: Daniel L. Comas Title: Executive Vice President and Chief Financial Officer By: Name: Frank McFaden Title: Vice President and Treasurer Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained...

  • Page 281
    ... by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized...

  • Page 282
    ...Missing Security without cost to DTC. Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 283
    ... 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.

  • Page 284
    ... Floor; 55 Water Street; New York, NY 10041-0099, Attn: General Counsel. Notice given as aforesaid shall be deemed given upon the receipt thereof. Either party may change the address to which notices shall be sent upon notice to the other in the manner hereinabove provided. Source: DANAHER CORP /DE...

  • Page 285
    ... /s/ Anne Mohen Vice President (Title) THE DEPOSITORY TRUST COMPANY By: /s/ Richard B. Nesson Richard B. Nesson General Counsel (Title) /s/ [illegible] (Attest) Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may...

  • Page 286
    ... Paying Agent] Danaher Corporation [Name of Issuer] Deutsche Bank Trust Company Americas Participant 1503 [Name and DTC Participant Number of Issuing Agent and Paying Agent] April 28, 2006 [Date] Attention: Underwriting Department The Depository Trust Company 55 Water Street, 25th Floor New York...

  • Page 287
    .../Paying Agent General Operating Procedures for Corporate Commercial Paper (the "MMI Procedures"), a copy of which previously has been furnished to Issuing Agent and Paying Agent. Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information...

  • Page 288
    ...(b) the Investment Company Act of 1940; (c) the Employee Retirement Income Security Act of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any selfregulatory organizations (as defined under the Securities Exchange Act of 1934); or (f) any other local, state, federal, or foreign laws or...

  • Page 289
    ... direct Issuer, Issuing Agent, or Paying Agent to use any other number or address as the number or address to which notices or payments may be sent. Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not be copied...

  • Page 290
    ... event, Issuer, Issuing Agent, or Paying Agent shall issue, transfer, and exchange certificates in appropriate amounts, as required by DTC and others. 18. Issuer authorizes DTC to provide to Issuing Agent and/or Paying Agent listings of DTC Participants' holdings, known as Security Position Reports...

  • Page 291
    ... 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.

  • Page 292
    ... Bank Trust Company Americas [Paying Agent] By: /s/ [illegible] [Authorized Officer's Signature] Received and Accepted: THE DEPOSITORY TRUST COMPANY By: /s/ Denise Russo Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained...

  • Page 293
    ... 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.

  • Page 294
    ... 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.

  • Page 295
    ... 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.

  • Page 296
    ... 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.

  • Page 297
    ... 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.

  • Page 298
    ... 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.

  • Page 299
    ... 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.

  • Page 300
    ... 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.

  • Page 301
    ... 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.

  • Page 302
    ... 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.

  • Page 303
    ... 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.

  • Page 304
    ... 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.

  • Page 305
    ... 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.

  • Page 306
    ... 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.

  • Page 307
    ... 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.

  • Page 308
    ... 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.

  • Page 309
    ... 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.

  • Page 310
    ... 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.

  • Page 311
    ... 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.

  • Page 312
    ... 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.

  • Page 313
    ... 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.

  • Page 314
    ... 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.

  • Page 315
    ... 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.

  • Page 316
    Exhibit 10.25 EXECUTION VERSION 23 May 2007 DANAHER EUROPEAN FINANCE COMPANY ehf DANAHER EUROPEAN FINANCE S.A. as Issuers DANAHER CORPORATION as Guarantor and Issuer LEHMAN BROTHERS INTERNATIONAL (EUROPE) as Arranger - and - BARCLAYS BANK PLC LEHMAN BROTHERS INTERNATIONAL (EUROPE) as Dealers ...

  • Page 317
    ... 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.

  • Page 318
    ... AGREEMENT is made on 23 May 2007 AMONG (1) (2) (3) (4) DANAHER EUROPEAN FINANCE S.A. , (the "Luxembourg Issuer "); DANAHER EUROPEAN FINANCE COMPANs EHF , (the "Icelandic Issuer ") DANAHER CORPORATION, ("Danaher"); LEHMAN BROTHERS INTERNATIONAL (EUROPE) (the "Arranger " or "Lehman Brothers "); and...

  • Page 319
    ...the most recently published audited unconsolidated financial statements of such Subsidiary Issuer and any subsequent quarterly unaudited financial statements of such Subsidiary Issuer and Danaher (in the case of Danaher each having been filed with the United States Securities and Exchange Commission...

  • Page 320
    ...Note; "Securities Act " means the United States Securities Act of 1933, as amended; "Subsidiary " means, with respect to any person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock or other equity interest entitled...

  • Page 321
    ... 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.

  • Page 322
    ...in New York City denominated in Dollars as the Issuing and Paying Agent shall have specified for this purpose; or (b) Euro Note: in the case of a Euro Note, by transfer of funds settled through the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System to such account...

  • Page 323
    ...the relevant Note; -7- Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 324
    ... by Danaher, as the case may be; -8- Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 325
    ... 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.

  • Page 326
    ...issued a rating in connection with Danaher or any security of Danaher; 3.1.10Taxation: subject to compliance with the terms of the Agreements, none of the Subsidiary Issuers or Danaher is required by any law or regulation or any relevant taxing authority in the United States to make any deduction or...

  • Page 327
    ... or to the public (by filing with any regulatory authority, securities exchange or otherwise) any information which could reasonably be expected to be material in the context of this Agreement and the transactions contemplated hereby, the Subsidiary Issuers or Danaher (as the case may be) shall...

  • Page 328
    ... the case of a Subsidiary Issuer), as the case may be, will not relieve it from liability which it may have to such Dealers otherwise than on account of Clause 4.1.2. - 12 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained...

  • Page 329
    ... the Guarantor (in the case of a Subsidiary Issuer), will: (a) Arranger's expenses: pay, or reimburse the Arranger for, all reasonable out-of-pocket costs and expenses (including United Kingdom value added - 13 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document...

  • Page 330
    ... in the United States : the Subsidiary Issuers will not engage in any trade or business within the United States, as determined for United States federal tax purposes. - 14 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained...

  • Page 331
    ... 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.

  • Page 332
    ... new Issuer's written agreement - 16 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 333
    ... any number of jurisdictions. - 17 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 334
    ...it by being delivered to Veeder-Root Finance Company at Hydrex House, Garden Road, Richmond, Surrey TW9 4NR, United Kingdom, marked for the attention of the Manager, Corporate Finance and the Vice President or, if different, its registered office for the time being or at any address of the Issuer in...

  • Page 335
    ...in connection therewith; and (b) - 19 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 336
    ... the Programme. - 20 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 337
    .... 2. 2.1 The United States of America Regulation S Restrictions The Notes and the Guarantee (in the case of the Subsidiary Issuers) have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of...

  • Page 338
    ... case of a Subsidiary Issuer) that: 3.1 No deposit-taking 3.1.1 it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business: and - 22 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010...

  • Page 339
    ... that it will not offer the Notes to the general public in Iceland, except in compliance with the Icelandic Act on Securities Transactions (No. 33/2003) as amended, and any applicable laws and regulations in Iceland. - 23 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar...

  • Page 340
    ...U.S. Issuer and Guarantor Danaher Corporation Address: 2099 Pennsylvania Avenue Washington DC 20006 United States of America +1 202 828 0850 +1 202 828 0860 The Treasurer Telephone: Fax: Contact: Dealer and Arranger Lehman Brothers International (Europe) Address: Telephone: Fax: Contact: 25 Bank...

  • Page 341
    ...183 days - 25 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 342
    ... Restrictions: U.S.A. United Kingdom Japan Luxembourg Veeder-Root Finance Company Address: Hydrex House Garden Road Richmond Surrey TW9 4NR United Kingdom Telephone: Fax: Contact: +44 19 3277 3820 +44 19 3278 9540 Vice President and Manager, Corporate Finance - 26 - Source: DANAHER CORP /DE...

  • Page 343
    ... the Programme. - 27 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 344
    ... Danaher European Finance Company ehf Danaher Corporation - 28 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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...

  • Page 345
    ...on behalf of Danaher European Finance S.A. for and on behalf of Danaher European Finance Company ehf for and on behalf of Danaher Corporation [On copy] - 29 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may...

  • Page 346
    ...(Notices), our contact details are as follows: [Name of Dealer] Address: Telephone: Fax: Contact: [ [ [ [ ] ] ] ] Dated: Signed: for [Name of new Dealer ] - 30 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein...

  • Page 347
    ... 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.

  • Page 348
    ..., in connection with or based upon the exercise of its powers and duties as Calculation Agent under this Agreement, except such as may result from its own negligence or bad faith or that of its officers, employees or agents. 5.2 Liability The Calculation Agent may consult as to legal matters with...

  • Page 349
    ... 33 - 10.1 Governing law Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 350
    ...on it by being delivered to Vedeer Root Finance Company at Hydrex House, Garden Road, Richmond, Surrey TW9 4NR, United Kingdom for the attention of the Vice President and the Managers, Corporate Finance or, if different, its registered office for the time being or at any address of the Issuer or the...

  • Page 351
    ... hereto the day and year first before written. [DANAHER EUROPEAN FINANCE S.A.]/[DANAHER EUROPEAN FINANCE COMPANs EHF] / [DANAHER CORPORATION] By: [DANAHER CORPORATION] By: [NAME OF CALCULATION AGENT] By: - 35 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document...

  • Page 352
    ...: Dealer LEHMAN BROTHERS INTERNATIONAL (EUROPE) /s/ [illegible] By: Dealer BARCLAsS BANK PLC By: /s/ Lynda Fleming Lynda Fleming Authorised Attorney - 36 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein may not...

  • Page 353
    ....26 EXECUTION VERSION Dated May 23, 2007 DANAHER EUROPEAN FINANCE S.A. as Issuer DANAHER EUROPEAN FINANCE COMPANY EHF as Issuer DANAHER CORPORATION as Guarantur and Issuer and DEUTSCHE BANK AG, LONDON BRANCH as Issueng and Payeng Agent SECOND AMENDED & RESTATED ISSUING AND PAYING AGENCY AGREEMENT...

  • Page 354
    ... 18 18 19 19 19 Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 355
    ... and Payeng Agent. -1- Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 356
    ... 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.

  • Page 357
    ... 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.

  • Page 358
    ... Note " means a Nute denumenated en Sterleng; "TARGET Business Day" means a day un whech the Trans-Eurupean Autumated Real-teme Gruss Settlement Express Transfer (TARGET) System, ur any successur theretu, es upen; and "Yen" and "Â¥" denute the lawful currency uf Japan; and " Yen Note" means a nute...

  • Page 359
    ... 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.

  • Page 360
    ... 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.

  • Page 361
    ... 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.

  • Page 362
    ... 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.

  • Page 363
    ... 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.

  • Page 364
    ... 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.

  • Page 365
    ... 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.

  • Page 366
    ... 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.

  • Page 367
    ... es requered by law. In that event, the relevant Issuer and the Guarantur shall pay such addeteunal amuunts as well result en receept by the Issueng and Payeng Agent uf such amuunts as wuuld have been receeved by et ef nu such wethhuldengs had been requered. - 13 - Source: DANAHER CORP /DE/, 10...

  • Page 368
    ...the Issueng and Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 369
    ...duty ur taxes. - 15 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 370
    ... 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.

  • Page 371
    ...thes Agreement. - 17 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 372
    ... 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.

  • Page 373
    ... 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.

  • Page 374
    ... the begenneng. - 20 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 375
    ... 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.

  • Page 376
    ... 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.

  • Page 377
    ... 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.

  • Page 378
    ... the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. Any United States person who holds this note or any Note covered hereby will be subject to limitations under the United States income tax laws, including...

  • Page 379
    ... 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.

  • Page 380
    ... and "TARGET Business Day" means a day un whech the Trans-Eurupean Autumated Real-teme Gruss Settlement Express Transfer (TARGET) System, ur any successur theretu, es uperateng credet ur transfer enstructeuns en respect uf payments en euru. - 26 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010...

  • Page 381
    ... 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.

  • Page 382
    ... en respect uf - 28 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 383
    ... payment date; - 29 - Source: DANAHER CORP /DE/, 10-K, February 24, 2010 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 384
    ... 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.

  • Page 385
    ... unly [DANAHER EUROPEAN FINANCE S.A.]/[DANAHER EUROPEAN FINANCE COMPANY EHF]/[DANAHER CORPORATION] By: (Authorised By: Signatory ) - 31 - (Authorised Signatory ) Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠The information contained herein...

  • Page 386
    Exhibit 12.1 DANAHER CORPORATION AND SUBSIDIARIES STATEMENT REGARDING COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES ($ IN THOUSANDS, EXCEPT RATIO DATA) 2005 2006 2007 2008 2009 Fixed Charges: Gross Interest Expense Interest Element of Rental Expense Interest on FIN 48 liabilities Total Fixed ...

  • Page 387
    ... DANAHER CORPORATION Subsidiaries of the Registrant Name A/B Sciex AB AB Qualitrol AKM AB Sciex (Hong Kong) Limited AB Sciex (Taiwan) Private Limited AB Sciex ApS AB Sciex AS AB Sciex Australia Pty Ltd AB Sciex Comércio de Instrumentos Laboratoriais Ltda. AB Sciex EDC B.V. AB Sciex Finance B.V. AB...

  • Page 388
    .... Danaher Tool (Shandong) Co. Ltd. Danaher Tool (Shanghai) Ltd. Danaher Tool Ltd. Danaher UK Industries Limited DATAPAQ Limited Davis Inotek Instruments, LLC Delta Consolidated Industries, Inc. Dental Equipment LLC DEXIS LLC DH Holdings Corp. DH Technologies Development Pte Ltd. DHR Finance Limited...

  • Page 389
    ...Delaware Delaware United Kingdom Australia Norway Delaware Hong Kong Washington Germany Canada Delaware Fluke U.K. LTD. G&L Motion Control Inc. Gems Sensors Inc. Gendex Corp. Gendex Dental Systems s.r.l. Genescreen Limited Genetix Corp Genetix Europe Limited Genetix GmbH Genetix Group PLC Genetix...

  • Page 390
    ...Launchchange Holding Company Launchchange Instrumentation Limited Lea Way Hand Tool Ltd. Leica Biosystems Melbourne Pty Ltd Leica Biosystems Newcastle Limited Japan Japan Germany Germany Germany Germany United Kingdom Russia France Illinois Brazil Italy Delaware Italy Switzerland Delaware New York...

  • Page 391
    ... Leica Microsystems Pty Ltd Leica Mikrosysteme GmbH Leica Mikrosysteme Vertrieb GmbH LEM NORMA GmbH Linear Motion LLC Linx Printing Technologies Limited Linx Technologies Limited LLP Holdings PTY LTD Lodestone Acquisition Corp. LWHT Corporation Marconi Commerce Systems (Thailand) Ltd Matco Tools...

  • Page 392
    Name Pacific Scientific Energetic Materials Company (California) Inc. Pacific Scientific GmbH PacSci Motion Control, Inc. PaloDEx Group OY PaloDEx Holding OY Pentron Laboratory Technologies, LLC Portescap Portescap Danaher Motion U.K. LTD. Portescap India Private Limited Portescap International ...

  • Page 393
    ... Limited Tektronix International Sales GmbH Tektronix Japan Ltd. Tektronix Korea, Ltd. Tektronix S.A. Tektronix Texas, LLC Tektronix U.K. Holdings Limited Tektronix U.K. Limited Tektronix, Inc. The Allen Manufacturing Company Thomson Barnstaple Limited Thomson Industries, Inc. Tianjin Danaher Motion...

  • Page 394
    ... Annual Report (Form 10-K) of Danaher Corporation and subsidiaries for the year ended December 31, 2009. Registration Statements on Form S-3 Registration Number Date Filed 333-159060 May 8, 2009 Registration Statements on Form S-8 Name Registration Number Date Filed Tektronix, Inc. 2005 Stock...

  • Page 395
    ..., that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 24, 2010 /s/ H. Lawrence Culp, Jr. By: Name: H. Lawrence Culp, Jr. Title: President and Chief Executive Officer Source: DANAHER CORP /DE/, 10...

  • Page 396
    ..., that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 24, 2010 /s/ Daniel L. Comas By: Name: Daniel L. Comas Title: Executive Vice President and Chief Financial Officer Source: DANAHER CORP /DE/, 10...

  • Page 397
    ... information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Danaher Corporation. Date: February 24, 2010 /s/ H. Lawrence Culp, Jr. By: Name: H. Lawrence Culp, Jr. Title: President and Chief Executive Officer...

  • Page 398
    ...Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Danaher Corporation. Date: February 24, 2010 /s/ Daniel L. Comas By: Name: Daniel L. Comas Title: Executive...

  • Page 399
    ... 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.