Danaher 2002 Annual Report Download

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FORM 10-K
DANAHER CORP /DE/ - DHR
Filed: March 28, 2003 (period: December 31, 2002)
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
    ...-K DANAHER CORP /DE/ - DHR Filed: March 28, 2003 (period: December 31, 2002) 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...

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

  • Page 3
    ... filed as part of this Form 10-K. 2 Source: DANAHER CORP /DE/, 10-K, March 28, 2003 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 4
    ... Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions Controls and Procedures Exhibits, Financial Statement Schedules and Reports on Form 8-K 3 46 46 46 46 46 46 Source: DANAHER CORP...

  • Page 5
    ... niche businesses (Power Quality, Aerospace and Defense, and Industrial Controls). Process/Environmental Controls products are distributed by the Company's sales personnel and independent representatives to distributors, end-users, and original equipment manufacturers. 4 Source: DANAHER CORP /DE...

  • Page 6
    ...of Pacific Scientific Company in 1998, and have subsequently expanded our product and geographic breadth with various additional acquisitions, including American Precision Industries, Kollmorgen Corporation, the motion businesses of Warner Electric Company, and Thomson Industries, which was acquired...

  • Page 7
    ... to distributors, end-users, and original equipment manufacturers. STRATEGIC PLATFORM Mechanics' Hand Tools. The Mechanics' Hand Tools platform, representing approximately 65% of segment revenue in 2002, encompasses two businesses: Danaher Tool Group ("DTG") and Matco Tools Corporation ("Matco...

  • Page 8
    ... greater sales, marketing, research, and financial resources than the Company. Key competitive factors typically include price, quality, delivery speed, service and support, innovation, product features and performance, and brand name. Seasonal Nature of Business Although certain Danaher businesses...

  • Page 9
    ...international markets are made by foreign sales subsidiaries and through various representatives and distributors. However, the Company also sells into international markets directly from the U.S. The Company's international business is subject to risks customarily encountered in foreign operations...

  • Page 10
    ...approximately 45 are located outside the United States, primarily in Europe and to a lesser extent in Asia-Pacific, Canada, and Latin America. The approximate number of manufacturing and distribution locations by business segment are: Process/ Environmental Controls, 95; and Tools and Components, 35...

  • Page 11
    ... per share as reported on the New York Stock Exchange, and the dividends paid per share, in each case for the periods described below, were as follows: 2002 Dividends 2001 Dividends High Low Per Share High Low Per Share First quarter Second quarter Third quarter Fourth quarter $ 74.25 75...

  • Page 12
    ..., Linear Motion Systems and the Specialty Motors Division), Gems Sensors, Danaher Power Solutions, QualiTROL Corporation, and the aerospace and defense businesses of Pacific Scientific and Kollmorgen Corporation. These companies produce and sell compact, professional electronic test tools; product...

  • Page 13
    ... business units and continued margin improvements in recently acquired companies. TOOLS AND COMPONENTS The Tools and Components Segment is comprised of the Danaher Hand Tool Group (including the Special Markets, Asian Tools, Professional Tools and Matco Tools Divisions), Jacobs Chuck Manufacturing...

  • Page 14
    ... production volumes was partially offset by aggressive cost reduction actions taken across all business units. GROSS PROFIT Gross profit margin for 2002 was 39.0%, an increase of 0.8 points compared to 38.2% in 2001. This increase resulted from the benefits of the 2001 restructuring program and...

  • Page 15
    ... on equipment and tooling which was not being relocated. The inventory write-off was included in Cost of Sales in the fourth quarter of 2001 and was not part of the restructuring charge. INTEREST COSTS AND FINANCING TRANSACTIONS The Company's debt financing as of December 31, 2002 was composed...

  • Page 16
    ... Data Systems, formerly known as Videojet Technologies, from Marconi plc in a stock acquisition, for approximately $400 million in cash including transaction costs. On February 4, 2002, the Company acquired 100% of Viridor Instrumentation Limited from the Pennon Group plc in a stock acquisition, for...

  • Page 17
    ... since 2001. In accordance with SFAS No. 87, "Employers' Accounting for Pensions", the Company recorded a minimum pension liability adjustment of $76.9 million (net of tax benefit of $39.6 million) at December 31, 2002. This adjustment results in a direct charge to stockholders' equity and does not...

  • Page 18
    ... has not entered into any off-balance sheet financing arrangements as of December 31, 2002. Also, the Company does not have any unconsolidated special purpose entities as of December 31, 2002. 17 Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar® Document Research℠The...

  • Page 19
    ...impairment, measured on a reporting unit basis, could exist. The Company adopted the statement effective January 1, 2002. Danaher has nine reporting units closely aligned with the Company's strategic platforms and specialty 18 Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar...

  • Page 20
    Table of Contents niche businesses. They are as follows: Tools, Motion, Electronic Test, Power Quality, Environmental, Aerospace and Defense, Industrial Controls, Level/Flow, and Product Identification. As a result of adopting SFAS No. 142, the Company will no longer record goodwill amortization ...

  • Page 21
    ... the first quarter of 2003. As allowed by FAS 123, the Company follows the disclosure requirements of FAS 123, but continues to account for its employee stock option plans in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", which results in no...

  • Page 22
    ...STATEMENTS AND SUPPLEMENTARY DATA DANAHER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS Year Ended Degember 31, 2002 2001 (in thousands, exgept per share data) 2000 Sales Cost of sales Selling, general and administrative expenses Restructuring expenses Total operating expenses...

  • Page 23
    Table of Contents DANAHER CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of Degember 31, 2002 2001 ASSETS Current assets: Cash and equivalents Trade accounts receivable, less allowance for doubtful accounts of $64,000 and $44,000 Inventories Prepaid expenses and other (in thousands...

  • Page 24
    Table of Contents DANAHER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended Degember 31, 2002 2001 (in thousands) 2000 Cash flows from operating activities: Net earnings Reduction of income tax reserves Effect of change in accounting principle $ 290,391 (30,000) ...

  • Page 25
    ... year Dividends declared Sale of common stock Common stock issued for options exercised Increase from translation of foreign financial statements Minimum pension liability (net of tax benefit of $39,637) - - $1,665 - - $915,562 (76,941) $ (105,973) (76,941) $ 254,154 Balange, Degember 31, 2002...

  • Page 26
    ... SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Business-Danaher Corporation designs, manufactures and markets industrial and consumer products with strong brand names, proprietary technology and major market positions in two business segments: Process/Environmental Controls and Tools and Components...

  • Page 27
    ... to Employees" and the disclosure requirements of FAS 123, "Accounting for Stock-Based Compensation." New Accounting Pronouncements -See Note 16. (2) ACQUISITIONS AND DIVESTITURES: The Company has completed numerous acquisitions of existing businesses during the years ended December 31, 2002, 2001...

  • Page 28
    ... new Motion strategic platform, American Precision Industries, Kollmorgen Corporation and the motion businesses of Warner Electric Company (the "Motion acquisition"). These businesses all brought different products and capabilities to the Company and have been integrated to form the Company's Motion...

  • Page 29
    ... and network test, aerospace, environmental controls, and water quality. These companies were all acquired to complement existing units of the Process/Environmental Controls segment. Each of these 5 companies individually has less than $50 million in annual revenues and was acquired for a purchase...

  • Page 30
    ... to the purchase price allocations of any of the above transactions with the exception of Thomson, the acquisition of which was consummated in the fourth quarter of 2002. The Company is continuing to evaluate Thomson's operations to determine the cost estimates for any integration activities to...

  • Page 31
    ...Motion Group Agquisitions United Power Corporation Videojet Viridor Gilbargo Thomson All Others Total Planned Headgount Redugtion: Accrual related to 2000 acquisitions...Accrual related to 2002 acquisitions - Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar® Document...

  • Page 32
    ...). During the fourth quarter of 2001, management determined that it would restructure certain of its product lines, principally its drill chuck, power quality and industrial controls divisions, to improve financial performance. The primary objective of the restructuring plan was to reduce operating...

  • Page 33
    ... to the calculation of earnings per share of common stock before the effect of the accounting change and reduction of income tax reserves related to a previously discontinued operation is summarized as follows: For the Year Ended Degember 31, 2002, Net Earnings Before the Effegt of the Aggounting...

  • Page 34
    ... amount of EU 300 million were issued in July 2000 and bear interest at 6.25% per annum. The fair value of the Eurobond Notes is approximately $331 million at December 31, 2002. The Notes due 2003 had an original average life of approximately 10 years and an average interest cost of 7%. The carrying...

  • Page 35
    ... presented. It is the Company's policy to fund, at a minimum, amounts required by the Internal Revenue Service. In addition to providing pension benefits, the Company provides certain health care and life insurance benefits for some of its retired employees. Certain employees may become eligible for...

  • Page 36
    ... The Company acquired Gilbarco, Inc. on February 1, 2002, Videojet Technologies on February 5, 2002, Viridor Instrumentation Limited on February 4, 2002 and Thomson Industries on October 18, 2002, including each of their pension and post retirement plans. The Company acquired Kollmorgen Corporation...

  • Page 37
    ... the expected long-term rate of return assumption from 9% to 8.5% for the Company's defined benefit pension plans. The Company anticipates there will be no funding requirements for the defined benefit plans in 2003. (10) STOCK TRANSACTIONS: On July 1, 2002, the Company amended its certificate...

  • Page 38
    ... to hazardous substances. The Company has received notification from the U.S. Environmental Protection Agency, and from state and foreign environmental agencies, that conditions at a number of sites where 37 Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar® Document Research...

  • Page 39
    ... the Company's results of operations or financial condition, notwithstanding any related insurance recoveries. The Company's Matco subsidiary has sold, with recourse, or provided credit enhancements for certain of its accounts receivable and notes receivable. Amounts outstanding under this program...

  • Page 40
    ... (in thousands): Year Ended Degember 31, 2002 2001 Bad debt allowance Inventories Property, plant and equipment Postretirement benefits $ Insurance, including self-insurance Basis difference in LYONs Notes Environmental compliance Other accruals Deferred service income All other accounts Net...

  • Page 41
    ...are eliminated to arrive at consolidated totals. Detailed segment data is presented in the following table (in thousands): Operations in Different Industries Year Ended December 31 2002 2001 2000 Total Sales: Process/Environmental Controls Tools and Components $ 3,385,154 1,192,078 $ 4,577,232...

  • Page 42
    ... 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 43
    ... $ 1,484,367 $ 1,192,385 Sales by Major Product Group: 2002 2001 (in thousands) 2000 Analytical and physical instrumentation Motion and industrial automation controls Mechanics and related hand tools Product identification Aerospace and defense Power quality and reliability All other $ 1,784...

  • Page 44
    ... has nine reporting units closely aligned with the Company's strategic platforms and specialty niche businesses. They are as follows: Tools, Motion, Electronic Test, Power Quality, Environmental, Aerospace and Defense, Industrial Controls, Level/Flow, and Product Identification. The following...

  • Page 45
    Write down associated with Power Quality Business Balance December 31, 2002 (200) $ 42 2,777 Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be ...

  • Page 46
    ... for Asset Retirement Obligations." SFAS No. 143 addresses accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement is effective for fiscal years beginning after June 15, 2002. The Company does not...

  • Page 47
    ... Danaher Corporation and subsidiaries at December 31, 2002 and the consolidated results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States. As discussed in Note 16 to the financial statements the Company...

  • Page 48
    ... position of Danaher Corporation and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. ARTHUR...

  • Page 49
    ... and with the participation of the Company's management, including the Company's President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange...

  • Page 50
    ... CORPORATION INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULES Page Number in Form 10K Schedules: Report of Independent Auditors on Schedule 52 53 54 47 Report of Independent Public Accountants on Schedule Valuation and Qualifying Accounts Source: DANAHER CORP...

  • Page 51
    ...Easco Hand Tools, Inc. and Sears, Roebuck & Co. Incorporated by reference from Exhibit 10(c) to Danaher Corporation's Form 10-Q for the quarter ended June 26, 1998 21.1 23.1 23.2 Subsidiaries of Registrant Consent of Independent Auditors Notice regarding consent of Arthur Andersen LLP Powered by...

  • Page 52
    ...2002 99.2 Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Indicates management contract or compensatory plan, contract or arrangement. 48 Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered...

  • Page 53
    ... Allender Executive Vice President - Chief Financial Officer and Secretary /s/ CHRISTOPHER C. MCMAHON Christopher C. MgMahon Vice President and Controller /s/ ROBERT S. LUTZ Robert S. Lutz Vice President and Chief Accounting Officer 49 Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered...

  • Page 54
    ... any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 28, 2003 By: Name: Title: /s/ H. Lawrence Culp, Jr. H. Lawrence Culp, Jr. President and Chief Executive Officer 50 Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar...

  • Page 55
    ...any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 28, 2003 By: Name: Title: /s/ PATRICK W. ALLENDER Patrick W. Allender Executive Vice President-Chief Financial Officer and Secretary 51 Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by...

  • Page 56
    ...our audits. The consolidated financial statements of Danaher Corporation and subsidiaries as of December 31, 2001 and for each of the years in the two year period then ended were audited by other auditors who have ceased operations and whose report dated January 23, 2002, (except with respect to the...

  • Page 57
    ... information for each of the two years in the period ended December 31, 2001 was not reviewed by Andersen and includes: (i) reclassifications to conform to our fiscal 2002 financial statement presentation and (ii) additional disclosures to conform with new accounting pronouncements and SEC rules and...

  • Page 58
    ...CORPORATION AND SUBSIDIARIES SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS Additions Balange at Beginning of Classifigation Period Charged to Costs & Expenses Charged to other Aggounts (in thousands) Write Offs, Write Downs & Dedugtions Balange at End of Period Year Ended December 31, 2002...

  • Page 59
    ...: Annual Compensation: Executive Vice President, Danaher Corporation (Corporate Officer) 6/19/00 Base Salary: $ 360,000.00 Target Bonus $ (%): $ 252,000.00 (70 Target Total Compensation: $ 612,000.00 You will participate in the Danaher Employee Stock Option Program. The Danaher Corporation Board...

  • Page 60
    ... and will be eligible for comprehensive medical, dental and life insurance benefits immediately upon your first day of employment. Brochures on our various benefit programs including the Danaher Retirement and Savings Plan are enclosed. If you would like to review them, or have any questions on...

  • Page 61
    ... 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 62
    ... enthusiasm and look forward to your becoming a part of the Danaher team. I am pleased to present you with the following offer of employment. Title: Start Date: Annual Compensation: Group Executive & Corporate Vice President March 18, 1996 Base Salary: $265,000.00 Target Bonus $ (%) $140,450.00 (5H...

  • Page 63
    ... be entitled to one year continuation of your base salary, medical benefits and company car benefits. Brochures on our various benefit programs, including the Danaher Retirement and Savings Plan, are enclosed. If you would like to review them or have any questions on benefits, please feel free to...

  • Page 64
    ...: Vice President - Strategic Development; Corporate Officer, Danaher Corporation TBD $180,000.00 $ 81,000.00 / &5 261,000.00 Your next regularly scheduled performance and salary review will be twelve months from your start date. Your participation in the Executive Incentive Compensation Plan (ICP...

  • Page 65
    ... H. Lawrence Culp, Jr. Chief Operating Officer HLC:cq cc: D.A. Longo G.M. Sherman Enclosure - Employment Agreement I understand and accept the conditions of this offer of employment. /s/ Daniel A. Pryor 10/31/00 Daniel A. Pryor / Date As amended per discussion with Dennis Longo (new base salary and...

  • Page 66
    ... CORPORATION 2099 PENNSYLVANIA AVENUE NW WASHINGTON, D.C. 20006, USA PATRICK W. ALLENDER EXECUTIVE VICE PRESIDENT CHIEF FINANCIAL OFFICER & SECRETARY PHONE (202) 419-7606 FACSIMILE (202) 419-7661 E-MAIL [email protected] -STRICTLY PRIVATE & CONFIDENTIALVia e-mail: [email protected] July...

  • Page 67
    ... medical, dental and life insurance benefits immediately upon your first day of employment. You will be eligible for three weeks vacation beginning in 2003. Information on our various benefit programs, including the Danaher Retirement and Savings Plan, are enclosed. If you would like to review...

  • Page 68
    ...cc D. Longo M. O'Neil Enclosures I understand and accept the terms and conditions of this offer of employment. /s/ Robert S. Lutz July 11, 2002 Robert S. Lutz / Date Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar® Document Research℠The information contained herein may...

  • Page 69
    ... opportunity, reporting directly to me, and your acceptance. Title: Compensation: Vice President, Controller - Danaher Corporation Annual Base Salary: $172,500.00 Annual Target Bonus ($1%): $ 77,625.00 / 45% ----------Annual Target Total: $250,125.00 Your participation in the Executive Incentive...

  • Page 70
    ... of "settling in expenses") will be "grossed up". Chris, your performance at all your assignments for Danaher has been superior and I'm confident in your ability to perform at the same level in this new assignment, helping to lead the continued development and attainment of our strategic and...

  • Page 71
    ... 30303 INDEX TO THE DANAHER CORPORATION & SUBSIDIARIES EXECUTIVE DEFERRED INCENTIVE PROGRAM PAGE NO. PREAMBLE ...ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII ARTICLE VIII DEFINITIONS ...PARTICIPATION ...ACCOUNTS AND VESTING ...DISTRIBUTION OF BENEFITS ...CLAIMS AND...

  • Page 72
    ... DANAHER CORPORATION & SUBSIDIARIES EXECUTIVE DEFERRED INCENTIVE PROGRAM WHEREAS, the Plan Sponsor desires to establish this Plan to further the long-term growth of the Plan Sponsor and its subsidiary Employers by offering deferred compensation in addition to current compensation to a select group...

  • Page 73
    ...Plan Year, an amount of the Participant's Target Bonus or Bonus for the last preceding Plan Year that the Participant has elected to defer pursuant to Section 3.2. -2- 1.8 Code. The Internal Revenue Code of 1986, as it may be amended from time to time. 1.9 Common Stock. The common stock of the Plan...

  • Page 74
    ...1.22 Employee. An individual who performs services for an Employer. 1.23 Employer. (a) The Plan Sponsor or (b) an employer that is a member of the Plan Sponsor's "controlled group of corporations," as such term shall be defined in Code Section 1563(a), and that has adopted this Plan by executing an...

  • Page 75
    ... Date occurs after the Cycle Beginning Date of the Performance Cycle but during the second (2nd) Plan Year during the Performance Cycle, a present value factor applicable in determining the Participant's Eligible Compensation for the Performance Cycle, which shall be (a) the factor provided in...

  • Page 76
    ... behalf for a Performance Cycle. 1.38 Plan. Danaher Corporation & Subsidiaries Executive Deferred Incentive Program, as it is set forth herein and as it may be amended from time to time. 1.39 Plan Sponsor. Danaher Corporation. 1.40 Plan Year. The period beginning on the Effective Date and ending on...

  • Page 77
    ... (if any) from such absence. 1.49 401(k) Plan. Danaher Corporation & Subsidiaries Retirement & Savings Plan or any successor thereto, as it may be amended from time to time. -9- ARTICLE II PARTICIPATION 2.1 Commencement of Participation. An Eligible Employee who is an Initial Participant may become...

  • Page 78
    ...' Performance Shares Accounts, the Administrator shall make such adjustments. 3.2 Deferral Accounts. (a) Election to Defer. Subject to this Section: (i) Bonus Deferral Amounts. A Participant who is an Eligible Employee may elect to have an amount of his or her Target Bonus for a Plan Year...

  • Page 79
    ..., after the first such notice by the Employer to the Administrator, the Employer shall only notify the Administrator of any change in the withholding of Salary Deferral Amounts. Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar® Document Research℠The information contained...

  • Page 80
    ... the Compensation Limitation for the Plan Year; where, for purposes of this Paragraph, the terms "One Year of Service," "Oneyear Break in Service," "Basic Compensation" and "Compensation Limitation" shall be as defined in the 401(k) Plan. (f) Crediting of Earnings. (i) Annual Accounting. Subject...

  • Page 81
    ... Amount for the Performance Cycle ending on such last preceding Cycle Ending Date, where such Benefit Amount shall equal the product (rounded to two (2) decimal places) of (i) the number of Performance Shares in the Participant's Performance Shares Account and (ii) the Common Stock Price as of...

  • Page 82
    ... fifty percent (50%) of such Benefit Amount to the Participant's Benefit Account, where the amount of such earnings shall equal the product (rounded to two (2) decimal places) of (i) the Long-term Rate for the Performance Cycle in which the Plan Year occurs and (ii) the sum of (A) fifty percent (50...

  • Page 83
    ... an Eligible Employee constitute gross misconduct on the part of the ...Plan Year, the product (rounded to two (2) decimal places) of (1) the Long-term Rate for the Performance Cycle in which the Participant's Eligibility Termination Date occurred, (2) the sum of (a) fifty percent (50%) of such Benefit...

  • Page 84
    ... the product (rounded to two (2) decimal places) of (A) the Long-term Rate for the Performance Cycle in which the Plan Year occurs, (B) the sum of the monthly balances in the Distribution Account during the Plan Year, and (C) the quotient (rounded to four (4) decimal places) of (I) the number of...

  • Page 85
    ... of a lump-sum distribution, may elect to receive any such distribution in cash, in shares of Common Stock, or partially in cash and partially in shares of Common Stock. 4.2 Distributions Upon Termination of Employment. Subject to Article V: (a) Available Benefits. Upon the Employment Termination...

  • Page 86
    ... Participant files a new form Source: DANAHER CORP /DE/, 10-K, March 28, 2003 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 87
    ...benefit to which the Beneficiary was entitled, such benefit or the remaining portion of such benefit shall be paid in a lump-sum distribution in cash to the estate of the deceased Beneficiary. -27- ARTICLE... furnish Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar® Document...

  • Page 88
    ...a true statement of facts, and to have Source: DANAHER CORP /DE/, 10-K, March 28, 2003 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 89
    ..., following a diligent effort by the Administrator to locate the Participant or Beneficiary, such benefit shall be forfeited. -32- ARTICLE VI STATUS OF PLAN AND TRUST AGREEMENT Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar® Document Research℠The information contained...

  • Page 90
    ... the source of Plan benefits as provided in the Trust Agreement. In such event, the trustee would have such powers to hold, invest, reinvest, control, and disburse such trust fund as shall, at such time and from time to time, be set forth in the Trust Agreement or this Plan. (b) Integration of Trust...

  • Page 91
    ...tax consequence will result from participation in this Plan or payment of benefits under this Plan. 8.5 Not Compensation Under Other Benefit Plans. No amounts in a Participant's Benefit Account or Deferral Account shall be -36- Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar...

  • Page 92
    ..., the Plan Sponsor has executed this Plan, this 15/th/ day of May, 1995. Plan Sponsor: DANAHER CORPORATION By: /s/ C. Scott Brannan Name: C. Scott Brannan Duly Authorized Officer ATTEST: By: /s/ Patrick W. Allender Name: Patrick W. Allender Duly Authorized Officer -38Source: DANAHER CORP /DE...

  • Page 93
    ... AMENDMENT TO DANAHER CORPORATION & SUBSIDIARIES EXECUTIVE DEFERRED INCENTIVE PLAN This is the First Amendment to Danaher Corporation & Subsidiaries Executive Deferred Incentive Plan (the "First Amendment"). The Danaher Corporation & Subsidiaries Executive Deferred Incentive Plan (the "Plan") was...

  • Page 94
    ... to each Participant who has an Option Shares Account, as soon as administratively possible after any dividend payment date with respect to the Common Stock, the Administrator shall credit the Participant's Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar® Document Research...

  • Page 95
    ... Amount (if any) and/or any shares of Common Stock representing a distribution of the Participant's Option Shares Account (if any) payable upon his or her Employment Termination Date either in the form of a lump-sum distribution or in the form of annual installments over two (2), five (5) or ten (10...

  • Page 96
    ...of his or her Beneficiaries, as applicable. 9. Add the following Section 4.2A to the Plan: 4.2A Article V: Distribution of Option Shares Accounts. Subject to (a) Available Benefits. Upon the Employment Termination Date of a Participant, the Participant or his or her Beneficiary or Beneficiaries, if...

  • Page 97
    ... Account" before the term "Distribution Account" in the third (3rd) sentence of Section 7.1 of the Plan. 13. Effective January 1, 1996, delete Appendix B to the Plan and substitute therefor the Appendix B attached to this First Amendment. 14. Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered...

  • Page 98
    ... this First Amendment to be executed this 4/th/ day of August, 1997. Plan Sponsor: DANAHER CORPORATION By: /s/ C. Scott Brannan Duly Authorized Officer ATTEST: By: /s/ James H. Ditkoff Duly Authorized Officer -7- Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar® Document...

  • Page 99
    ... Measuring Systems Ltd. Cyberex BV Dale Technology Inc. Danaher Canada Partners Inc. Danaher Canadian Finance LP CA# DE DE SW# DE Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Danaher Danaher Danaher Danaher Danaher Canadian Holdings Inc. Corporation Finance Company Finance Company AB Finance...

  • Page 100
    ... AB Danaher Motion Technology LLC Danaher Power Solutions LLC Danaher Service Company of Illinois Inc. Danaher Tool Group LP Danaher Tool (Shanghai) Ltd. Danaher UK Industries Ltd. Danaher UK Partners Data Recorders Inc. DCI Consolidated Industries Inc. Delta Consolidated Industries Inc. DH Holdings...

  • Page 101
    .... Gwendolene Holdings Ltd. Hach Company Hach Europe SA Hach Sales & Service Canada Ltd. Hand Tool Design Corporation Hart Scientific LLC Heat Transfer Guarantee Co.LLC Hecon Properties Inc. Hengstler Controle Numerique Sarl Hengstler Espana SA Hengstler GmbH Hengstler Italia Srl Hengstler Japan Corp...

  • Page 102
    ... LLC Kollmorgen Overseas Development Corp. Kollmorgen SAS Kollmorgen Securities Corp. Kollmorgen Seidel GmbH & Co.KG Kollmorgen Servotronix Ltd. Launchchange Holding Company Launchchange Instrumentation Ltd. Launchchange Ltd. Lea Way Hand Tool Corporation Light Controls Corp. Linear Motion LLC...

  • Page 103
    ... Holding Company Pacific Scientific Ireland Ltd. Pacific Scientific Ltd. Pacific Scientific Sarl PacSci Motion Control Inc. PacSci Quantic LLC Partlow Corporation Petroleum Industry Controls Inc. Phoenix Microsystems Inc. Piccadilly Precision Engineering Ltd. PMI Motion Technologies GmbH...

  • Page 104
    ....Ltd. Setra Systems Inc. Shanghai Shilu Instrument Co.Ltd. SMB GmbH SMB sro Societe Civile Immobiliere Sonix Inc. Sonix Technologies Sdv.Bhd. Spline Gauges Ltd. Sunbank de Mexico, S de RL de CV Sunbank Family of Companies LLC Superior Electric Holding Group LLC Swiss Precision Parts Corp. Techna Srl...

  • Page 105
    ...) Pte.Ltd. Videojet Technologies SL Warner Electric AB Warner Electric GmbH Warner Electric SA Warner Electric Srl Wermex Corporation West Instruments Ltd. Western Pacific Industries Inc. (d/b/a Iseli Co.) Willett AB Willett America Inc. Willett A/O Willett (Argentina) SA Willett Asia Ltd. Willett...

  • Page 106
    ... and schedule of Danaher Corporation included in the Annual Report on Form 10-K for the year ended December 31, 2002: File Nos. 333-83186, 333-56406, 333-59269, 333-14781 and 333-43772. Baltimore, Maryland March 27, 2003 Source: DANAHER CORP /DE/, 10-K, March 28, 2003 Powered by Morningstar...

  • Page 107
    ... of Arthur Andersen LLP as its independent accountant and engaged Ernst & Young LLP as its independent accountant for fiscal year 2002. This Annual Report on Form 10-K, which includes the reports of Arthur Andersen on the Company's consolidated balance sheets as of December 31, 2001 and December...

  • Page 108
    ...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: March 28, 2003 By: /s/ H. Lawrence Culp, Jr Name: H. Lawrence Culp, Jr. Title: President and Chief Executive Officer A signed original of this...

  • Page 109
    ... 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: March 28, 2003 By: /s/ Patrick W. Allender Name: Patrick W. Allender Title: Executive Vice President, Chief Financial Officer and Secretary...