-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NH2qfFnrr4+N6ZnTR1/PwMuGLxrU+/UHIju3d9TYdlxEhCbjHjSUQ7zH5YRYVpD2 mcZGP2OgkwXfUMw0ej99Sw== 0000313616-96-000001.txt : 19960322 0000313616-96-000001.hdr.sgml : 19960322 ACCESSION NUMBER: 0000313616-96-000001 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960321 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08089 FILM NUMBER: 96537089 BUSINESS ADDRESS: STREET 1: 1250 24TH ST NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 1250 24TH STREET NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE [ X ] SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____to___Commission File Number:1-8089 DANAHER CORPORATION (Exact name of registrant as specified in its charter) Delaware 59-1995548 (State of incorporation) (I.R.S.Employer Identification number) 1250 24th Street, N.W., Suite 800 Washington, D.C. 20037 (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code: 202-828-0850 Securities Registered Pursuant to Section 12(b) of the Act: Name of Exchanges Title of each class on which registered Common Stock $.01 par Value New York Stock Exchange, Inc. Pacific Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: NONE (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10- K. [X] As of March 20, 1996, the number of shares of common stock outstanding was 58,124,128 and were held by approximately 3,000 holders. The aggregate market value of common shares held by non-affiliates of the Registrant on such date was approximately $1.13 billion, based upon the closing price of the Company's common shares as quoted on the New York Stock Exchange composite tape on such date. EXHIBIT INDEX APPEARS ON PAGE 8 DOCUMENTS INCORPORATED BY REFERENCE Part II and Part IV incorporate certain information by reference from the registrant's Annual Report to Shareholders for the year ended December 31, 1995. With the exception of the pages of the Annual Report to Shareholders specifically incorporated herein by reference, the Annual Report to Shareholders is not deemed to be filed as part of this Form 10-K. Part III incorporates certain information by reference from the registrant's proxy statement for its 1996 annual meeting of stockholders. With the exception of the pages of the 1996 Proxy Statement specifically incorporated herein by reference, the 1996 Proxy Statement is not deemed to be filed as part of this Form 10-K. ITEM 1. BUSINESS General Danaher Corporation ("Danaher" or the "Company"), originally DMG, Inc., was organized in 1969 as a Massachusetts real estate investment trust. In 1978 it was reorganized as a Florida corporation under the name Diversified Mortgage Investors, Inc. ("DMI") which in a second reorganization in 1980 became a subsidiary of a newly created holding company named DMG, Inc. The Company adopted the name Danaher in 1984 and was reincorporated as a Delaware corporation following the 1986 annual meeting of shareholders. The Company conducts its operations through two business segments: Tools and Components and Process/Environmental Controls. Tools and Components The Tools and Components segment is comprised of the Danaher Hand Tool Group (including Special Markets and Professional Tool Division, which includes Armstrong Bros. Tool Co., a premier manufacturer and marketer of industrial hand tools), Matco Tools ("Matco"), Jacobs Chuck Manufacturing Company ("Jacobs"), Iseli Company ("Iseli"), Delta Consolidated Industries, Jacobs Vehicle Equipment Company, Hennessy Industries and the hardware and electrical apparatus lines of Joslyn Manufacturing Company (JMC), which was acquired in September, 1995. This segment is one of the largest domestic producers and distributors of general purpose mechanics' hand tools and automotive specialty tools. Other products manufactured by these companies include tool boxes and storage devices, diesel engine retarders, wheel service equipment, drill chucks, custom designed headed tools and components, hardware and components for the power generation and transmission industries, high quality precision socket screws, fasteners, and high quality miniature precision parts. The Company's business strategy in this segment is focused on increasing sales to existing customers, broadening channels of distribution, developing new products and achieving production efficiencies and enhanced quality and customer service through "Just-In-Time" and related manufacturing techniques. Danaher Tool Group (DTG) is one of the largest domestic producers of general purpose mechanics' hand tools (primarily ratchets, sockets and wrenches) and specialized automotive service tools for the professional and "do-it-yourself" markets. DTG has been the principal manufacturer of Sears, Roebuck and Co.'s Craftsman line of mechanics' hand tools for over 50 years. Approximately 80% of the over 100 million pieces sold to Sears annually are sold in tool sets that include from three to 900 pieces. Net sales to Sears were approximately 16% of total Company sales in 1995. DTG's Special Markets Group sells to Sears under a five year evergreen agreement, that requires Sears to purchase a significant portion of its annual requirements for its private-label Craftsman mechanics' hand tool line from DTG. For over 30 years, DTG has also been a primary supplier of specialized automotive service tools to NAPA, which has approximately 6,500 outlets at present. In addition, DTG has been the designated supplier of general purpose mechanics' hand tools to NAPA since 1983. DTG specialized automotive service tools are also sold under the K-D Tools brand, its industrial tools and products are also sold under the Armstrong and Allen brand names, and fastener products under the Holo-Krome name are sold to independent distributors and other customers in the "do-it-yourself," professional automotive, commercial and industrial markets. Professional mechanics' tools are distributed by Matco which has approximately 1,100 independent mobile distributors who sell primarily to individual professional mechanics. Matco is one of the leading suppliers in this market. Jacobs is the market leader in the drill chuck business with its highly respected and well recognized brand name and Iseli is a leader in the manufacture of miniature precision parts produced on Swiss screw machines. Delta is the market leader in boxes and other storage containers serving the vehicle aftermarket and manufactures and markets containers serving numerous specialty areas. Wheel service equipment is manufactured under the Coats, Bada and Ammco brand names. Products include tire changers, wheel balancers, wheel weights and brake service equipment. Wheel service equipment is sold primarily to wholesale distributors and national accounts. These markets are served by the Company's sales personnel. Diesel engine retarders are manufactured at Jacobs. The "Jake Brake" technology was developed by Jacobs and represents the premier brand of engine retarders. The product is sold by Jacobs' sales personnel to original equipment manufacturers and aftermarket distributors. The nation's oldest manufacturer of poleline hardware and a U.S. market share leader, the hardware division of JMC manufactures a wide variety of products used in the construction and maintenance of electric power, telephone and cable television systems. Its products range from specialized fasteners to sophisticated castings and forgings. The electrical apparatus division of JMC manufactures surge protection devices rated as high as 468,000 volts for the electric power utility industry. Surge arresters are designed to eliminate the damaging effects of electrical surges caused by lightning and other overvoltage conditions on a utility's power system. The major raw materials used by this segment, including high quality steel, are available from a variety of sources in sufficient quantities. Process/Environmental Controls The Process/Environmental Controls segment is comprised of the Veeder-Root Company ("Veeder-Root"), Danaher Controls, Partlow/ Anderson Instruments, Gulton Industries-Graphic Instruments, West Instruments, Ltd., QualiTROL Corporation, A.L. Hyde Company, Hengstler, and the controls product line business units of Joslyn Corporation, which was acquired in September, 1995. These companies produce and sell underground storage tank leak detection systems and temperature, level and position sensing devices, power switches and controls, communication line products, power protection products, liquid flow measuring devices and electronic and mechanical counting and controlling devices. These products are distributed by the Company's sales personnel and independent representatives to original equipment manufacturers, distributors and other end users. The Company's strategy in the Process/Environmental Controls segment is to concentrate on the rapid expansion of its environmental controls product line, including the Veeder-Root TM storage tank leak detection systems business. The Company believes that Veeder-Root is the premier manufacturer of state-of-the-art tank measuring and leak detection systems for underground fuel storage tanks and, accordingly, is uniquely positioned to respond to the increased demand for these products fueled by environmental regulations. The Company is also expanding its other offerings in the environmental controls product line to encompass applications related to markets other than petroleum storage and to address nonregulatory business requirements. This expansion program includes both internally developed new product offerings as well as selective product line acquisitions. In its instruments product line, the Company's strategy is to continue enhancing its global controls and instrument position by both new product development and complementary acquisitions. The companies within the Instrument Group have significant synergies in both product offerings and channels of distribution. The Company plan is to leverage these synergies in product design, engineering and manufacturing, and product marketing. Veeder-Root is also the predominant worldwide supplier of mechanical gasoline pump computing devices and a manufacturer of other measuring and counting devices. Other business lines within this segment include extruded thermoplastic mill shapes and custom molded plastic products. The raw materials utilized by companies in this segment are stock items, principally metals and plastic, electrical and electronic components. These materials are readily available from a number of sources in sufficient quantities. Patents, Licenses, etc. The Company has patents of its own and has acquired licenses under patents of others. The Company does not consider that its business, as a whole, is dependent on any single patent, group of patents, trademark or franchise. The Company does, however, offer many patented products and is periodically engaged in litigation concerning patents and licenses. Seasonal Nature of Business As a whole, the Company's businesses are not subject to material seasonal fluctuations. Backlog The Company's products are manufactured primarily in advance of order and either shipped or assembled from stock. Backlogs are not significant as sales are often dependent on orders requiring immediate shipment from inventory. Employee Relations At December 31, 1995, the Company employed approximately 10,500 persons. Of these, approximately 1,600 were hourly-rated unionized employees. The Company considers its labor relations to be good. Research and Development The Company's research and development expenditures were $36,400,000 for 1995, $26,800,000 for 1994, and $24,000,000 for 1993. Environmental and Safety Regulations Certain of the Company's operations are subject to federal, state and local environmental laws and regulations which impose limitations on the discharge of pollutants into the air and water and establish standards for treatment, storage and disposal of solid and hazardous wastes. The Company believes that it is in substantial compliance with applicable environmental laws and regulations. JMC previously operated wood treating facilities that chemically preserved utility poles, pilings and railroad ties. All such treating operations were discontinued or sold prior to 1982. These facilities used wood preservatives that included creosote, pentachlorophenol and chromium-arsenic-copper. While preservatives were handled in accordance with all appropriate procedures called for at the time, subsequent changes in environmental laws may require the generators of these spent preservatives to be responsible for the cost of remedial actions at the sites where spent preservatives have been deposited. The Company is continuing its investigation of these sites and remediation technologies. The Company has made a provision for environmental compliance; however, there can be no assurance that estimates of environmental liabilities will not change. In addition to environmental compliance costs, the Company may incur costs related to alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling practices. For example, generators of hazardous substances found in disposal sites at which environmental problems are alleged to exist, as well as the owners of those sites and certain other classes of persons, are subject to claims brought by state and federal regulatory agencies pursuant to statutory authority. The Company believes that its liability, if any, for past or current waste handling practices will not have a material adverse effect on its financial condition. The Company must also comply with various federal, state and local safety regulations in connection with its operations. The Company's compliance with these regulations has had no material adverse effect on its financial condition. Major Customers The Company has a customer in the tools segment, Sears, Roebuck and Co. ("Sears"), which accounted for 16% of consolidated sales in 1995. Although the relationship with Sears is long-standing, the Company believes the loss of this business could have an adverse effect on its operations. ITEM 2. PROPERTIES The Company occupies over 4 million square feet of manufacturing, distribution, service and office space at various domestic and foreign locations. The principal properties are listed below and are constructed of concrete, brick, cement, cinderblock or some combination of these materials. The Company believes that its plants have adequate productive capacity and are suitably used for the manufacture of its products and that its warehouses, distribution centers and sales offices are suitably located and utilized for the marketing of its products and services. Location Principal Use Owned/Leased .................................................................... .. Tools and Components Springdale, AK Manufacturing Owned Springfield, MA Manufacturing Owned Gastonia, NC Manufacturing Leased Fayetteville,AK (2) Manufacturing Owned Baltimore, MD Distribution Leased Brampton, Ontario Distribution Leased Lakewood, NY Manufacturing Owned Nashville, TN Distribution Owned Stow, OH Distribution Owned West Hartford, CT Manufacturing Owned Terryville, CT Manufacturing Owned Walworth, WI Manufacturing Owned Dundee, Scotland Manufacturing Owned Sheffield, England Manufacturing Owned Clemson, SC Manufacturing Owned Jonesboro, AK Manufacturing Owned Jonesboro, AK Manufacturing Leased Raleigh, NC Manufacturing Leased Chicago, IL (3) Manufacturing Owned Bloomfield, CT Manufacturing Owned LaVergne, TN Manufacturing Owned Bowling Green, KY Manufacturing Owned Process/Environmental Controls Altoona, PA Manufacturing Owned Elizabethtown, NC Manufacturing Owned Market Harborough, England Manufacturing Leased Sao Paulo, Manufacturing Owned Brazil New Hartford & Fairport, NY Manufacturing Owned Gurnee, IL Manufacturing Leased Grenloch, NJ Manufacturing Owned Providence, RI Manufacturing Owned Brighton, England Manufacturing Leased Aldingen, Germany Manufacturing Owned Aldingen, Germany (2) Manufacturing Leased Wehingen, Germany (2) Manufacturing Leased Eatontown, NJ Distribution Leased Broxbourne, England Distribution Leased Cleveland, OH (3) Manufacturing Owned Goleta, CA Manufacturing Owned Lachine, Quebec Manufacturing Leased Lancaster, SC Manufacturing Owned Moorpark, CA Manufacturing Leased Paso Robles, CA Manufacturing Leased San Jose, CA Manufacturing Owned Spokane, WA Manufacturing Leased In addition to the facilities listed, the Company owns or leases various facilities including offices or properties in Washington, District of Columbia; Simsbury, Connecticut; as well as facilities in Uppermill, Livingston, Gloucester and Richmond, Great Britain; Melbourne and Sydney, Australia; Nagoya, Osaka and Tokyo, Japan; Toronto, Canada; Paris, Bron, Toulouse, Bordeaux, Tours and Selestat, France; and Stuttgart, Germany. ITEM 3. LEGAL PROCEEDINGS A former subsidiary of the Company is engaged in litigation in several states with respect to product liability. The Company sold the subsidiary in 1987. Under the terms of the sale agreement, the Company agreed to indemnify the buyer of the subsidiary for product liability related to tools manufactured by the subsidiary prior to June 4, 1987. The cases involve approximately 3,000 plaintiffs, in state and federal courts. All other major U.S. air tool manufacturers are also defendants. The gravamen of these complaints is that the defendants' air tools, when used in different types of manufacturing environments over extended periods of time, were defective in design and caused various physical injuries. The plaintiffs seek compensatory and punitive damages. The cases are in preliminary stages of discovery and pleading and the Company intends to defend its position vigorously. The Company's maximum indemnification obligation under the contract is approximately $85,000,000. The Company believes it has insurance coverage for all or a substantial part of the damages, if any. The outcome of this litigation is not currently predictable. JMC is a defendant in a class action tort suit. The suit alleges exposure to chemicals and property devaluation resulting from wood treating operations previously conducted at a Louisiana site. Both the size of the class and the damages are uncertain. The Company has tendered the defense of the suit to its insurance carrier. JMC believes that it may have adequate insurance coverage for the litigation; however, because of the above uncertainties, JMC is unable to determine at this time the potential liability, if any. In addition to the litigation noted above, the Company and its subsidiaries are from time to time subject to ordinary routine litigation incidental to their business. The Company believes that the results of the above noted litigation and other pending legal proceedings would not have a materially adverse effect on the Company's financial condition. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER No matters were submitted to a vote of security holders during the fourth quarter of 1995. PART II ITEMS 5 THROUGH 8. The information required under Items 5 through 8 is included in the Registrant's Annual Report to its Shareholders for the year ended December 31, 1995, and is incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE NONE PART III ITEMS 10 THROUGH 13. The information required under Items 10 through 13 is included in the Registrant's Proxy Statement for its 1996 annual meeting, and is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K a) Document List 1. Financial Statements Response to this portion of Item 14 is submitted per the Index to Financial Statement Schedules on page 8 of this report. 2. Supplementary Data and Financial Statement Schedules Response to this portion of Item 14 is submitted per the Index to Financial Statement Schedules on page 8 of this report. 3. An Index of Exhibits is on page 9 of this report. b) Reports on Form 8-K filed in the fourth quarter of 1995. NONE DANAHER CORPORATION INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULES Page Number in: Annual Report Form 10K To Shareholders Annual Report: Report of Independent Public Accountants on Schedule: 15 Financial Statements: Consolidated Statements of Earnings, year ended December 31, 1995, 1994, and 1993. 18 Consolidated Balance Sheets, December 31, 1995 and 1994 19 Consolidated Statements of Cash Flows, years ended December 31, 1995, 1994, and 1993 20 Consolidated Statements of Stockholders' Equity, years ended December 31, 1995, 1994, and 1993 21 Notes to Consolidated Financial Statements 22 Supplemental Data: Selected Financial Data 14 Market Prices of Common Stock 31 Schedules: II - Valuation and Qualifying Accounts 16 Schedules other than those listed above have been omitted from this Annual Report because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto. Exhibits: (3) Articles of Incorporation and By-Laws. (a) The Articles of Incorporation of Danaher Incorporated by (filed as Annex B to Danaher's Proxy Reference Statement dated October 7, 1986). (b) The By-Laws of Danaher. Incorporated By Reference (10) Material Contracts: (a) Employment Agreement between Danaher Incorporated by Corporation and George M. Sherman dated Reference as of January 2, 1990 (b) Credit Agreement Dated As of September 7, Incorporated by 1990. Among Danaher Corporation, the Reference Financial Institutions Listed Therein and Bankers Trust Company as Agent. (c) Agreement as of November 1, 1990 between Incorporated by Danaher Corporation, Easco Hand Tools, Inc. Reference and Sears, Roebuck and Co. (d) Note Agreement as of November 1, 1992 Incorporated by Between Danaher Corporation and Lenders Reference Referenced Therein. (e) Note Agreement as of April 1, 1993 Incorporated by Between Danaher Corporation and Lenders Reference Referenced Therein. (f) Agreement and Plan of Merger, dated as of Incorporated by August 20, 1995 Between Danaher Corporation Reference and Affiliates and Joslyn Corporation (13) Annual Report to Securityholders (22) Subsidiaries of Registrant. (24) Consent of Independent Public Accountants. (27) Financial Data Schedules SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DANAHER CORPORATION By: /s/ GEORGE M.SHERMAN George M. Sherman President and Chief Executive Officer Date: March 21, 1996 /s/ GEORGE M. SHERMAN President and Chief Executive Officer George M. Sherman /s/ STEVEN M. RALES Chairman of the Board Steven M. Rales /s/ MITCHELL P. RALES Chairman of the Executive Committee Mitchell P. Rales /s/ WALTER G. LOHR, JR. Director Walter G. Lohr, Jr. /s/ DONALD J. EHRLICH Director Donald J. Ehrlich /s/ MORTIMER M. CAPLIN Director Mortimer M. Caplin /s/ A. EMMET STEPHENSON, JR. Director A. Emmet Stephenson, Jr. /s/ PATRICK W. ALLENDER Senior Vice President-Chief Financial Patrick W. Allender Officer and Secretary /s/ C. SCOTT BRANNAN Vice President and Controller C. Scott Brannan REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON THE FINANCIAL STATEMENT SCHEDULES To Danaher Corporation: We have audited in accordance with generally accepted auditing standards, the financial statements included in pages 7 to 23 of the Danaher Corporation and Subsidiaries' Annual Report to Shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated January 26, 1996. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedules listed in the index are the responsibility of the Company's management and are presented for the purpose of complying with the Securities and Exchange Commission's rules and are not a part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the financial statements taken as a whole. ARTHUR ANDERSEN LLP Washington, D.C. January 26, 1996 DANAHER CORPORATION AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (000's omitted) Additions Write Balance Charged Offs, Classification at to Charged Write Balance Beginning Costs to Downs at End of & other & of Period Expenses Accounts Deductions Period Year Ended December 31, 1995 Allowances deducted from asset accounts: Allowance for 4,148 doubtful accounts $11,638 $ 4,847 $ 2,961(a) $ 1,867(b) $13,431 Year Ended December 31, 1994 Allowances deducted from asset accounts: Allowance for doubtful accounts $ 8,043 $ 6,630 $ 487(a) $ 3,522 $11,638 Year Ended December 31, 1993 Allowances deducted from asset accounts: Allowance for doubtful accounts $ 6,350 $ 4,188 $ - $ 2,495 $ 8,043 Notes: (a) - Amounts related to businesses acquired. (b) - Amounts related to businesses disposed of. EX-13 2 DANAHER CORPORATION 1995 ANNUAL REPORT SELECTED FINANCIAL DATA (000's omitted except per share data) 1995 1994 1993 1992 1991 Net revenues $1,486,76 9 $1,113,973 $937,633 $845,68 4 $734,42 4 Operating profit 180,257 124,427 87,058 58,899 36,950 Earnings from continuing operations 105,766 72,319 48,030 30,443 16,719 Per share 1.77 1.24 .83 .53 .29 Discontinued operations 2,550 9,331 5,719 1,158 (3,398) Per share .04 .16 .10 .02 (.06) Earnings before cumulative effect of accounting change 108,316 81,650 53,749 31,601 13,321 Per share 1.81 1.40 .93 .55 .23 Cumulative effect of accounting change* -- -- (36,000) -- -- Per share* -- -- (.62) -- -- Net earnings 108,316 81,650 17,749 31,601 13,321 Earnings per common share 1.81 1.40 .31 .55 .23 Dividends declared 4,672 3,710 3,412 -- -- Dividends per share .08 .065 .06 -- - - * Adoption of accrual method specified by SFAS No. 106 for post retirement benefits. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND R ESULTS OF OPERATIONS Results of Operations Danaher Corporation (the "Company") operates a variety of businesses through its wholly-owned subsidiaries. These businesses are conducted in two business segments: Tools and Components and Process/Environmental Controls. In Tools and Components, the Company is the principal manufacturer of Sears, Roebuck and Co.'s Craftsman line, National Automotive Parts Association line, K-D automotive line, and the Matco, Armstrong and Allen lines of mechanics' hand tools. The Company also manufactures Allen wrenches, Jacobs drill chucks and diesel engine retarders, and Coats and Ammco wheel service equipment. In its Process/Environmental Controls segment, the Company is a leading producer of leak detection sensors for underground fuel storage tanks and motion, temperature, pressure, level, flow and power reliability and quality control devices. Presented below is a summary of revenues broken down by business segment (000's omitted). 1995 1994 1993 $ % $ % $ % Tools and Components 1,005,005 67.6% $809,989 72.7% $691,344 73.7% Process/Environme ntal Controls 481,764 32.4 303,984 27.3 244,400 26.1 Other - - - - 1,889 0.2 $1,486,769 100.0% $1,113,97 3 100.0% $937,633 100.0% Tools and Components The Tools and Components segment is comprised of the Danaher Hand Tool Group (including Special Markets and Professional Tools divisions), Matco Tools, Jacobs Chuck Manufacturing Company, Iseli Company, Delta Consolidated Industries, Jacobs Vehicle Equipment Company, Hennessy Industries and the hardware and electrical apparatus lines of Joslyn Manufacturing Company ("JMC"), which was acquired in September, 1995. This segment is one of the largest domestic producers and distributors of general purpose and specialty mechanics' hand tools. Other products manufactured by these companies include tool boxes and storage devices, diesel engine retarders, wheel service equipment, drill chucks, custom designed headed tools and components, hardware and components for the power generation and transmission industries, high quality precision socket screws, fasteners, and high quality miniature precision parts. 1995 COMPARED TO 1994 Revenues in 1995 were 24% higher than 1994. Acquisitions accounted for 17%, while price increases provided 1% and higher shipment volumes provided 6%. Demand for drill chucks and diesel engine retarders was particularly strong in 1995. Operating profit growth exceeded the sales improvement at 39%, reflecting continued process improvements in the manufacturing operations. The acquired operations of Delta, which were only reflected for one month in 1994 operations, and the hardware and electrical apparatus lines of JMC provided lesser profit margins than the existing business units, partially offsetting the performance improvements. 1994 COMPARED TO 1993 Revenues in this segment increased 17% from 1993. Of this increase, acquisitions accounted for 1%, and higher unit volumes of shipments accounted for 16%, as average pricing was relatively unchanged. Sales levels were benefited by particularly strong demand for consumer mechanics hand tools and drill chucks. Operating margins increased to 10% from 8% in 1993. This reflects principally the impact of continued manufacturing process improvements, particularly within the hand tool manufacturing plants, and the effect of increased volume. Process/Environmental Controls The Process/Environmental Controls segment is comprised of the Veeder-Root Company, Danaher Controls, Partlow/Anderson Instrument, Gulton Industries-Graphic Instruments, West Instruments, Ltd., Qualitrol Corporation, A.L. Hyde Company, Hengstler, and the controls product line business units of Joslyn Corporation, which was acquired in September, 1995. These companies produce and sell underground storage tank leak detection systems and temperature, level and position sensing devices, power switches and controls, communication line products, power protection products, liquid flow measuring devices and electronic and mechanical counting and controlling devices. These products are distributed by the Company's sales personnel and independent representatives to original equipment manufacturers, distributors and other end users. 1995 COMPARED TO 1994 Revenues in 1995 were 58% higher than in 1994 in this segment. Business acquisitions in the segment contributed 52% of the increase. Of the remaining increase, higher unit volumes contributed 5% and increased average pricing provided 1%. Demand for underground storage tank monitoring equipment remained strong. Operating margins decreased from 18.6% to 16.8%, entirely due to the impact of the Hengstler and Joslyn acquisitions. Base business showed a modest increase in operating margin. The Hengstler acquisition has significantly increased market position in Europe for the counter and encoder product lines. 1994 COMPARED TO 1993 Revenues in this segment in 1994 increased 24% from 1993. The full year effect of business acquisitions made in June, 1993 within this segment contributed 14% of this increase. The balance of the increase was caused by higher unit volumes of 8% and price increases averaging 2%. Demand was very strong in the North American market, particularly for the leak detector sensor line. In addition, demand continued to strengthen in overseas markets. Operating profit increased 32% from 1993, reflecting the higher volume levels and the benefit of plant realignment and cost reductions. Discontinued Operations In December, 1995, the Company signed an agreement to sell its Fayette Tubular Products subsidiary. As the Company no longer operates in the Transportation business segment, Fayette's operation is shown as a discontinued operation. Fayette's sales decreased 11% in 1995 due to lower North American automobile and light truck production levels. Profitability decreased 73% due mainly to lower volume levels and unprofitable operations of a newly formed European subsidiary. In 1994, sales increased 27% and profit increased 63% due to strong demand from the automobile manufacturers. The Fayette disposition was completed in January, 1996, and a gain of approximately $80 million will be recognized in the first quarter of 1996. Gross Profit Gross profit, as a percentage of sales, in 1995 was 30.1%, a 1.2 percentage point increase compared to the 28.9% achieved in 1994. Productivity improvements, combined with increased fixed cost leverage, resulted in margin improvement. A shift in product mix associated with the acquisitions also increased the gross profit margin. Gross profit margin in 1994 was 28.9%, a 1.3 percentage point improvement compared to 1993. Productivity improvements were achieved in all business segments and increased volume improved fixed cost leverage. A shift in mix to the higher margin products of the Process/Environmental Controls business segment also contributed to the improvement. Operating Expenses Selling, general and administrative expenses for 1995 as a percentage of sales were approximately 0.2 percentage points higher than the 1994 level. This reflects higher cost ratios in the businesses acquired. In 1994, selling, general and administrative expenses were 17.7% of sales, a decrease of .6 percentage points from 1993 levels. Total expenses increased 15%, substantially less than the 19% increase in total revenues. This reflects continued streamlining and cost reduction action as well as the fixed nature of certain costs. Interest Costs and Financing Transactions On December 15, 1992, the Company received the proceeds from a $100 million privately placed debt financing. The notes have a final maturity on December 15, 1999, an average life of approximately 5.5 years, and an average interest cost of 7.3%. In April 1993, the Company received an additional $30 million from a private placement which matures in April 2003 and has an interest cost of 6.99% per annum. These proceeds were used to reduce borrowing under the revolving credit facility. The Company's revolving credit facility provides for senior financing of $250 million for general corporate purposes. The interest rates for borrowing under the facility float with base rates. The Company's financing requirements in these years were satisfied by the financing discussed above and through borrowings under uncommitted lines. Interest expense in 1995 was 125% higher than in 1994, due to higher average borrowing levels caused primarily by the acquisitions made in the fourth quarter of 1994 and the third quarter of 1995. Interest expense in 1994 was 40% less than in 1993, due to lower average borrowing levels. Income Taxes The effective tax rate decreased 1.4 percentage points in 1995 to 38.9% of pre-tax income and 0.9 percentage points in 1994 to 40.3% of pre-tax income. The decrease in 1995 is principally due to a lower effective rate on certain foreign earnings and the utilization of tax carryforwards in foreign jurisdictions which were not previously recognized in earlier years. The 1994 decrease relates principally to the lesser impact of nondeductible goodwill amortization given higher pre-tax income. As of January 1, 1993, the Company adopted the liability method of accounting for income taxes specified by SFAS No. 109. Its adoption had no impact on the results of operations and resulted in certain reclassifications to the Company's balance sheet. The one percent increase in the Corporate tax rate enacted in 1993 did not materially impact deferred tax balances reflected on the Company's balance sheet. Inflation The effect of inflation on the Company's operations has been minimal in 1995, 1994, and 1993. Liquidity and Capital Resources In September, 1995, the Company acquired Joslyn Corporation for approximately $245 million in cash consideration. See Note 2 to Consolidated Financial Statements for a further discussion of the impact of the Joslyn acquisition. In December, 1995, the Company entered into an agreement to sell its Fayette Tubular Products subsidiary for $155 million in cash consideration. The transaction closed in January, 1996, and the proceeds were used to reduce short-term borrowings. In 1994, the Company acquired Delta Consolidated Industries, Hengstler GmbH, Armstrong Brothers Tool Company and several smaller entities. Aggregate consideration for these transactions was approximately $167 million including approximately $31 million in common stock. These acquisitions had no significant impact on the 1994 results of operations as the larger acquisitions were not completed until the fourth quarter. These entities have combined annual sales levels of $220 million. As discussed previously, $115 million of the Company's debt is fixed at an average interest cost of 7.3%. Substantially all remaining borrowings are short-term in nature and float with referenced base rates. As of December 31, 1995, the Company has unutilized commitments under its revolving credit facility of $250 million. Cash flow has been strong in all periods from 1993 through 1995. Operations generated $174 million, $140 million, and $129 million in cash in 1995, 1994, and 1993, respectively. The principal use of funds has been capital expenditures of $59 million, $35 million, and $33 million in 1995, 1994 and 1993, respectively and cash paid for acquisitions of $231 million, $136 million, and $54 million in 1995, 1994, and 1993, respectively. The net result of the above, combined with working capital changes was an increase in debt of $98 million and $52 million in 1995 and 1994 and a reduction in debt of $35 million in 1993. The Company's funds provided from operations, as well as the existing bank facility and available credit lines, should provide sufficient available funds to meet the Company's working capital, capital expenditure, dividend and debt service requirements for the foreseeable future. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders and Board of Directors of Danaher Corporation: We have audited the accompanying consolidated balance sheets of Danaher Corporation (a Delaware corporation) and Subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Danaher Corporation and Subsidiaries as of December 31, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. As explained in Notes 1 and 7 to the financial statements, effective January 1, 1993, the Company changed its methods of accounting for income taxes and post retirement benefits other than pensions. Washington, D.C. January 26, 1996 DANAHER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (in thousands of dollars, except per share data) Year Ended December 31, 1995 1994 1993 Net revenues.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,486,769 $1,113,973 $937,633 Cost of sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,039,622 791,874 678,577 Selling, general and administrative expenses. . . . . 266,890 197,672 171,998 Total operating expenses. . . . . . . . . . . . . . . . . . 1,306,512 989,546 850,575 Operating profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . 180,257 124,427 87,058 Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,198 3,201 5,361 Earnings from continuing operations before income taxes and cumulative effect of accounting change. . . . . . . . . . . . . . . . . . . . . . . . . . 173,059 121,226 81,697 Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,293 48,907 33,667 Earnings from continuing operations before cumulative effect of accounting change. . . . . . . . . 105,766 72,319 48,030 Earnings from discontinued operations, net of income taxes of $1,630, $5,966 and $3,673 2,550 9,331 5,719 Earnings before cumulative effect of accounting change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,316 81,650 53,749 Cumulative effect of accounting change, net of tax benefit of $20,000 . . . . . . . . . . . . . . . . . . . . . . . - - (36,000) Net earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $108,316 $81,650 $17,749 Per share: Continuing operations Discontinued operations Before accounting change Cumulative effect of accounting change Net earnings $1.77 .04 1.81 - $1.81 $1.24 .16 1.40 - $ 1.40 $ .83 .10 .93 (.62) $ .31 Average common stock and common equivalent shares outstanding. . . . . . . . . . . . . . . . . . . . . . 59,862,673 58,326,572 57,793,67 2 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. DANAHER CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands of dollars) As of December 31, ASSETS 1995 1994 Current assets: Cash and equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,938 $3,599 Trade accounts receivable, less allowance for doubtful accounts of $13,431 and $9,771 . . . . . . . . . . . . . . . . . . 224,652 168,159 Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201,890 134,941 Prepaid expenses and other. . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,990 50,671 Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 466,470 357,370 Property, plant and equipment, net. . . . . . . . . . . . . . . . . . . . . 291,937 244,167 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119,444 72,609 Excess of cost over net assets of acquired companies, less amortization of $72,125 and $57,643 . . . . . . . . . . . . . . . . . . . 608,140 431,499 $1,485,991 $1,105,645 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable and current portion of debt . . . . . . . . . . . . . . . $14,970 $68,771 Trade accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92,290 78,109 Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296,878 228,507 Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 404,138 375,387 Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226,925 137,643 Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 268,617 116,515 Stockholders' equity: Common stock, one cent par value; 125,000,000 shares authorized; 63,406,214 and 63,198,208 issued; 58,503,008 and 58,295,002 outstanding. . . . . . . . . . . . . . . . . . . . . . . . . 634 632 Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 315,205 311,648 Cumulative foreign translation adjustment. . . . . . . . . . . . . . . . 3,598 590 Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 304,363 200,719 Treasury stock, at cost; 4,903,206 shares. . . . . . . . . . . . . . . . (37,489) (37,489) Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . . . . 586,311 476,100 $1,485,991 $1,105,645 The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets. DANAHER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of dollars) Year Ended December 31, 1995 1994 1993 Cash flows from operating activities: Earnings from continuing operations . . . . . . . . . . . . . . . . . . . . $105,766 $72,319 $ 48,030 Earnings from discontinued operations . . . . . . . . . . . . . . . . . . . 2,550 9,331 5,719 Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . 58,527 42,554 38,397 (Increase) decrease in accounts receivable. . . . . . . . . . . . . . . . . (20,098) (15,786) 637 (Increase) decrease in inventories . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) in accounts payable. . . . . . . . . . . . . . . . . . (15,589) 626 (938) 8,712 6,946 (224) Change in other assets and liabilities. . . . . . . . . . . . . . . . . . . . . 42,374 24,162 29,187 Total operating cash flows. . . . . . . . . . . . . . . . . . . . . . . . . . . 174,156 140,354 128,692 Cash flows from investing activities: Payments for additions to property, plant and equipment, net Cash acquired in acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . (59,172) 22,784 (34,811) - (33,375) - Investments in equity securities. . . . . . . . . . . . . . . . . . . . . . . . . - (22,032) - Cash paid for acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . . . . . . (230,725) (267,113) (136,055) (192,898) (53,960) (87,335) Cash flows from financing activities: Proceeds from issuance of common stock. . . . . . . . . . . . . . . . . . 3,559 992 1,301 Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,672) (3,420) (2,559) Borrowings (repayments) of debt. . . . . . . . . . . . . . . . . . . . . . . . 98,301 51,701 (65,183) Proceeds from notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . - - 30,000 Net cash provided by (used in) financing activities. . . . . . . 97,188 49,273 (36,441) Effect of exchange rate changes on cash. .. . . . . . . . . . . . . . . . . 108 269 (6) Net change in cash and equivalents. . . . . . . . . . . . . . . . . . . . . . 4,339 (3,002) 4,910 Beginning balance of cash and equivalents. . . . . . . . . . . . . . . . 3,599 6,601 1,691 Ending balance of cash and equivalents . . . . . . . . . . . . . . . . . . $ 7,938 $ 3,599 $ 6,601 Supplemental disclosures: Cash interest payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash income tax payments . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,699 $ 69,853 $ 9,505 $ 65,837 $ 10,677 $ 37,331 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. DANAHER CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands of dollars) Common Stock Shares Amount Additiona l Paid-in Capital Retaine d Earning s Treasur y Stock Cumulative Foreign Translatio n Adjustment Balance, January 1, 1993 . . . . . . . . . Net earnings for the year. . . . . . . . . . Dividends declared. . . . . . . . . . . . . . Common stock issued for options exercised. . . . . . . . . . . . . . .. . . . . . Decrease from translation of foreign financial statements. . . . . . . . . . . . 61,700,016 - - 100,312 - $308 - - 1 - $278,232 - - 1,300 - $108,758 17,749 (3,412) - - $(37,489 ) - - - - $(1,430) - - - (351) Balance, December 31, 1993. . . . . . . . . Net earnings for the year. . .. . . . . . . Dividends declared. . . . . . . . . . . . . . Common stock issued for options exercised. . . . . . . . . . . . . . .. . . . . . Common stock issued for acquisitions Two-for-one common stock split Increase from translation of foreign financial statements. . . . . . 61,800,328 - - 58,774 1,339,106 - - 309 - - - 7 316 - 279,532 - - 992 31,124 - - 123,095 81,650 (3,710) - - (316) - (37,489) - - - - - - (1,781) - - - - - 2,371 Balance, December 31, 1994 Net earnings for the year. . . . . . . . . . Dividends declared. . . . . . . . . . . . . . Common stock issued for options exercised. . . . . . . . . . . . . . .. . . . . . Increase from translation of foreign financial statements. . . . . . . . . . . . 63,198,208 - - 208,006 - 632 - - 2 - 311,648 - - 3,557 - 200,719 108,316 (4,672) - - (37,489) - - - 590 - - 3,008 Balance, December 31, 1995 63,406.214 $ 634 $ 315,205 $ 304,363 $ (37,489) $ 3,598 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. (1) Summary of Significant Accounting Policies: Accounting Principles - The consolidated financial statements include the accounts of the Company and its subsidiaries. The accounts of certain of the Company's foreign subsidiaries are included on the basis of a fiscal year ending November 30. This procedure was adopted to allow sufficient time to include these companies in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated upon consolidation. Preparation of these consolidated financial statements necessarily includes the use of management's estimates. Inventory Valuation - Inventories include material, labor and overhead and are stated principally at the lower of cost or market using the last-in, first-out method (LIFO). Property, Plant and Equipment - Property, plant and equipment are carried at cost. The provision for depreciation has been computed principally by the straight-line method based on the estimated useful lives (3 to 35 years) of the depreciable assets. Other Assets - Other assets include principally deferred income taxes, equity securities, noncurrent trade receivables and capitalized costs associated with obtaining financings which are being amortized over the term of the related debt. The equity securities of Joslyn Corporation (see Note 2) are carried at cost, which approximates market, at December 31, 1994. No gains or losses were reflected in any of the years presented. Post Retirement Benefits - As of January 1, 1993, the Company changed its method of accounting for post retirement benefits from recognizing expense as claims are paid to the accrual method specified by SFAS No. 106. The Company elected to recognize this liability immediately and its adoption is not expected to significantly impact the Company's ongoing results of operations. This change is reflected net of its tax benefit as the cumulative effect of accounting change in the accompanying Consolidated Statements of Earnings. Fair Value of Financial Instruments - For cash and equivalents, the carrying amount is a reasonable estimate of fair value. For long-term debt, rates available for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt. Excess of Cost Over Net Assets of Acquired Companies - This asset is being amortized on a straight-line basis over forty years. $ 14,482,000, $ 9,765,000, and $9,427,000 of amortization was charged to expense for the years ended December 31, 1995, 1994, and 1993, respectively. Foreign Currency Translation - Exchange adjustments resulting from foreign currency transactions are generally recognized in net earnings, whereas adjustments resulting from the translation of financial statements are reflected as a separate component of stockholders' equity. Net foreign currency transaction gains or losses are not material in any of the years presented. Statements of Cash Flows - The Company considers all highly liquid investments with a maturity of three months or less at date of purchase to be cash equivalents. Income Taxes - The Company provides income taxes for unremitted earnings of foreign subsidiaries which are not considered permanently reinvested in that operation. As of January 1, 1993, the Company adopted the liability method of accounting for income taxes specified by SFAS No. 109. Its adoption had no impact on the results of operations and resulted in certain reclassifications to the Company's balance sheet. Earnings Per Share - The computation of earnings per share is based on the weighted average number of common shares and common stock equivalents outstanding during the year. Discontinued Operations - In December, 1995, an agreement was executed to sell the Fayette Tubular Products subsidiary for approximately $155 million. The Company no longer operates in the Transportation business segment, and hence prior periods have been restated to reflect Fayette as a discontinued operation. A gain of approximately $80 million will be recognized in the first quarter of 1996. Net revenues for Fayette were $155 million in 1995, $175 million in 1994, and $138 million in 1993. Net assets reflected in prepaid expenses and other and in other assets were $48 million as of December 31, 1995 and 1994. (2) Acquisitions: The Company obtained control of Joslyn Corporation (Joslyn) as of September 1, 1995 when Joslyn's shareholders tendered approximately 75% of the outstanding shares to Danaher for $34 per share in cash. The remaining 25% was acquired in October, 1995. Total consideration for Joslyn was approximately $245 million. The fair value of assets acquired was approximately $ 345 million and approximately $100 million of liabilities were assumed. The transaction was accounted for as a step acquisition purchase. Results of operations reflect a minority interest elimination for the two-month period between the change in control and the merger of Joslyn. The purchase price allocations have been completed on a preliminary basis, subject to adjustment should new or additional facts about the businesses become known. The unaudited pro forma information for the periods set forth below give effect to the transaction as if it had occurred at the beginning of each period. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Joslyn's $35 million ($21 million after tax benefit or $.36 per share) provision for environmental remediation associated with sites previously owned by Joslyn is reflected in the 1994 amount (unaudited, 000's omitted): Year Ended December 31, December 31, 1995 1994 Net Sales $1,640,554 $1,330,150 Net Earnings 109,919 59,696 Earnings per share $ 1.84 $ 1.02 In 1994, the Company acquired Delta Consolidated Industries, Hengstler GmbH, Armstrong Brothers Tool Company and several smaller entities. Aggregate consideration for these transactions was approximately $167 million, consisting of $136 million in cash and $31 million in common stock. The fair value of the assets acquired was approximately $240 million and approximately $73 million of liabilities were assumed in these acquisitions. The transactions have been accounted for as purchases. These acquisitions had no significant impact on 1994 results of operations as the larger acquisitions were not completed until the fourth quarter. These entities have combined annual sales levels of approximately $220 million. In 1993, the Company acquired certain businesses for its process/environmental controls segment. Annual sales levels of the acquired businesses are approximately $65 million. The transactions have been accounted for as purchases. (3) Inventory: The major classes of inventory are summarized as follows (000's omitted): December 31, 1995 December 31, 1994 Finished goods. . . . . . . . . . . . . . $ 89,932 $69,232 Work in process. . . . . . . . . . . . . 51,904 31,799 Raw material . . . . . . . . . . . . . . . 60,054 33,910 $ 201.890 $134,941 If the first-in, first-out (FIFO) method had been used for inventories valued at LIFO cost, such inventories would have been $12,167,000 and $12,096,000 higher at December 31, 1995 and 1994, respectively. (4) Property, Plant and Equipment: The major classes of property, plant and equipment are summarized as follows (000's omitted): December 31, 1995 December 31, 1994 Land and improvements . . . . . . $ 15,015 $ 9,309 Buildings . . . . . .. . . . . . . . . . . . . 93,312 76,920 Machinery and equipment. . . . . 352,176 291,675 460,503 377,904 Less accumulated depreciation.. (168,566) (133,737) Property, plant and equipment.. $ 291,937 $244,167 (5) Financing: Financing consists of the following (000's omitted): December 31, 1995 December 31, 1994 Notes payable . . . . . . . . . . . . . . $115,300 $130,000 Bank credit facility. . . . . . . . . . . - - Other . . . . . . . . . . . . . . . . . . . . . 168,287 55,286 283,587 185,286 Less-currently payable. . . . . . . . 14,970 68,771 $ 268,617 $116,515 The Notes had an original average life of approximately 6.5 years and an average interest cost of 7.2%. Principal amortization began in December 1995 and continues through April 2003. The estimated fair value of the Notes is $120 million and $123 million as of December 31, 1995 and 1994. Other includes principally short-term borrowings under uncommitted lines of credit which are payable upon demand. The carrying amount approximates fair value. Substantially all other debt was repaid subsequent to year-end with the $155 million proceeds from the sale of Fayette Tubular Products. The Company's bank credit facility provides for revolving credit through November 1, 2000, of up to $250 million. The Company has complied with covenants relating to maintenance of working capital, net worth, debt levels, interest coverage, and payment of dividends applicable to the notes and the revolving credit facility. The facility provides funds for general corporate purposes at an interest rate of LIBOR plus .1875%. The weighted average interest rate for variable rate debt was 6.0%, 5.1%, and 3.8% for each of the three years ended December 31, 1995. Weighted average borrowings under the bank facility were $5,000,000, $2,986,000, and $48,886,000 for the years ended December 31, 1995, 1994 and 1993. Maximum amounts outstanding for these years were $60,000,000, $33,525,000, and $79,000,000 respectively. The Company is charged a fee of .1% per annum for the facility. Commitment and facility fees of $216,000, $258,000, and $521,000 were incurred in 1995, 1994 and 1993. Interest expense of $7,150,000, $6,112,000 and $4,984,000 is included in discontinued operations for the years ended December 31, 1995, 1994 and 1993. The minimum principal payments during the next five years are as follows: 1996 - $14,970,000; 1997 - $14,847,000; 1998 - $14,835,000; 1999 - $41,335,000; 2000 - $167,060,000 and $30,540,000 thereafter. (6) Accrued Expenses and Other Liabilities: Selected accrued expenses and other liabilities include the following (000's omitted): December 31, 1995 December 31, 1994 Employee compensation . . . . . . . . . . . . $60,655 $39,831 Insurance including self insurance . . . . . 49,961 40,797 Post retirement benefits. . . . . . . . . . . . . 76,844 60,897 Environmental compliance . . . . . . . . . . 88,212 11,570 Approximately $23 million of accrued expenses and other liabilities were guaranteed by bank letters of credit. (7) Pension and Employee Benefit Plans: The Company has noncontributory defined benefit pension plans which cover certain of its domestic hourly employees. Benefit accruals under most of these plans have ceased as of December 31, 1995. It is the Company's policy to fund, at a minimum, amounts required by the Internal Revenue Service. Net periodic pension cost included the following components: PENSION EXPENSE (000's omitted) 1995 1994 1993 Service cost-benefits earned during the period. . . . . . . . . . $ 181 $1,209 $1,079 Interest cost on projected benefit obligation. . . . . . . . . . . . 7,330 5,633 5,947 Actual (return) loss on plan assets . . . . . . . . . . . . . . . . . . . (20,175) 690 (9,079) Net amortization and deferrals. . . . . . . . . . . . . . . . . . . . . . 12,866 (7,119) 2,901 Net periodic pension cost. . . . . . . . . . . . . . . . . . . . . . $ 202 $ 413 $ 848 The following sets forth the funded status of the plans as of the most recent actuarial valuations (000's omitted): 1995 1994 Assets Exceed Accumulate d Benefits Accumulated Benefits Exceed Assets Assets Exceed Accumulate d Benefits Accumulated Benefits Exceed Assets Actuarial present value of benefit obligations: Vested benefit obligation. . . . . . . . . . . . . . . . . . . . . . . . Accumulated benefit obligation. . . . . . . . . . . . . . . . . . . $(58,595) (59,516) $(57,042) (59,649) $(15,459) (15,696) $(56,480) (56,966) Projected benefit obligation. . . . . . . . . . . . . . . . . . . . . . . . (59,516) (59,649) (15,696) (56,966) Fair value of plan assets (consisting of stocks, bonds and temporary cash investments). . . . . . . . . . . . . . . . . . . . . 72,969 56,240 16,781 53,776 Projected benefit obligation (in excess of) or less than plan assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,453 (3,409) 1,085 (3,190) Unrecognized net (gain) loss. . . . . . . . . . . . . . . . . . . . . . . (4,120) 2,919 800 1,243 Unrecognized prior service cost. . . . . . . . . . . . . . . . . . . . . - - 640 1,019 Unrecognized net asset . . . . . . . . . . . . . . . . . . . . . . . . . . (605) (1,269) (975) (1,218) Pension (liability) prepaid recognized in the balance sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,728 $ (1,759) $1,550 $(2,146) The expected long-term rate of return on plan assets was 10%. The discount rates used in determining pension cost and benefit obligations was 8.5% at January 1, 1995 and 7.5% at December 31, 1995. Substantially all employees not covered by defined benefit plans are covered by defined contribution plans which generally provide funding based on a percentage of compensation. Pension expense for all plans amounted to $11,870,000, $8,677,000, and $8,023,000 for the years ended December 31, 1995, 1994 and 1993, respectively. In addition to providing pension benefits, the Company provides certain healthcare and life insurance benefits for some of its retired employees. Certain employees may become eligible for these benefits as they reach normal retirement age while working for the Company. Post retirement benefits cost included the following components (000's omitted): 1995 1994 1993 Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . $ 298 $ 256 $ 222 Interest cost . . . . . . . . . . . . . . . . . . . . . . . . 4,734 3,995 4,566 $5,032 $4,251 $4,788 The following sets forth the program's funded status (000's omitted): December 31, 1995 December 31, 1994 Accumulated Post Retirement Benefit Obligation (APBO): Retirees. . . . . . . . . . . . . . . . . . . . Fully eligible active participants. . Other active participants. . . . . . . . . $52,788 10,840 11,265 $40,419 6,733 4,205 Total APBO 74,893 51,357 Net Gains 1,951 9,540 Plan assets - - Accrued Liability $76,844 $60,897 A 10% annual rate of increase in per capita costs of covered healthcare benefits was assumed for 1996, decreasing to 6% by 2002. A 1% increase in the assumed cost trend assumption would increase the APBO by $8 million and would have increased 1995 costs by approximately $500,000. A discount rate of 8.5% was used as of January 1, 1995. A discount rate of 7.5% was used to determine the APBO as of December 31, 1995. (8) Stock Transactions: The Company has adopted a non-qualified stock option plan for which it is authorized to grant options to purchase up to 3,600,000 shares. Under the plan, options are granted at not less than 85% of existing market prices and expire ten years from the date of grant. An option to acquire 1,000,000 shares was granted to a senior executive outside of the plan in 1990. Changes in stock options were as follows: Number of Shares Under Option Outstanding at January 1,1993 2,165,176 Granted (average $16.40 per share) 1,072,200 Exercised (average $7.23 per share) (100,312) Cancelled (91,688) Outstanding at December 31, 1993 3,045,376 Granted (average $23.06 per share) 456,100 Exercised (average $8.38 per share) (58,774) Cancelled (41,600) Outstanding at December 31, 1994 3,401,102 Granted (average $30.71 per share) 383,300 Exercised (average $9.54 per share) (208,006) Cancelled (136,520) Outstanding at December 31, 1995 3,439,876 As of December 31, 1995, options covering 2,075,576 shares are exercisable at $5.94 to $31.00 per share. (9) Leases and Commitments: The Company's leases extend for varying periods of time up to 10 years and, in some cases, contain renewal options. Future minimum rental payments for all operating leases having initial or remaining noncancelable lease terms in excess of one year are $12,037,000 in 1996, $7,709,000 in 1997, $5,587,000 in 1998, $3,569,000 in 1999, and $1,978,000 in 2000. Total rent expense charged to income for all operating leases was $16,067,000, $8,947,000, and $10,047,000 for the years ended December 31, 1995, 1994, and 1993, respectively. (10) Litigation and Contingencies: A former subsidiary of the Company is engaged in litigation in multiple states with respect to product liability. The Company sold the subsidiary in 1987. Under the terms of the sale agreement, the Company agreed to indemnify the buyer of the subsidiary for product liability related to tools manufactured by the subsidiary prior to June 4, 1987. The cases involve approximately 3,000 plaintiffs, in state and federal courts in multiple states. All other major U.S. air tool manufacturers are also defendants. The gravamen of these complaints is that the defendants' air tools, when used in different types of manufacturing environments over extended periods of time, were defective in design and caused various physical injuries. The plaintiffs seek compensatory and punitive damages. The cases are in preliminary stages of discovery and pleading and the Company intends to defend its position vigorously. The Company's maximum indemnification obligation under the contract is approximately $85,000,000. The Company believes it has insurance coverage for all or a substantial part of the damages, if any. The outcome of this litigation is not currently predictable. A subsidiary, Joslyn Manufacturing Company (JMC), previously operated wood treating facilities that chemically preserved utility poles, pilings and railroad ties. All such treating operations were discontinued or sold prior to 1982. These facilities used wood preservatives that included creosote, pentachlorophenol and chromium-arsenic-copper. While preservatives were handled in accordance with all appropriate procedures called for at the time, subsequent changes in environmental laws may require the generators of these spent preservatives to be responsible for the cost of remedial actions at the sites where spent preservatives have been deposited. The Company is continuing its investigation of these sites and remediation technologies. The Company has made a provision for environmental compliance; however, there can be no assurance that estimates of environmental liabilities will not change. JMC is a defendant in a class action tort suit. The suit alleges exposure to chemicals and property devaluation resulting from wood treating operations previously conducted at a Louisiana site. Both the size of the class and the damages are uncertain. The Company has tendered the defense of the suit to its insurance carrier. The Company believes that it may have adequate insurance coverage for the litigation; however, because of the above uncertainties, the Company is unable to determine at this time the potential liability, if any. In addition to the litigation noted above, the Company is from time to time subject to routine litigation incidental to its business. These lawsuits primarily involve claims for damages arising out of the use of the Company's products, some of which include claims for punitive as well as compensatory damages. The Company is also involved in proceedings with respect to environmental matters including sites where the Company has been identified as a potentially responsible party under federal and state environmental laws and regulations. The Company believes that the results of the above noted litigation and other pending legal proceedings will not have a materially adverse effect on the Company's financial condition. A subsidiary of the Company has sold, with limited recourse, certain of its accounts and notes receivable. A provision for estimated losses as a result of the limited recourse has been included in accrued expenses. No gain or loss arose from these transactions. (11) Income Taxes: The provision for income taxes for the years ended December 31 consists of the following (000's omitted): 1995 1994 1993 Federal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $56,308 $40,297 $28,367 State and local.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,815 5,400 3,800 Foreign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,170 3,210 1,500 $67,293 $48,907 $33,667 Income tax expense currently payable was $73,225,000, $70,865,000, and $46,140,000 for the years ended December 31, 1995, 1994 and 1993, respectively. Deferred income taxes are reflected in prepaid expenses and other current assets and in other assets. Deferred tax assets (the valuation allowances relate to foreign jurisdictions where operating loss carryforwards exist and for capital loss carryforwards) consist of the following (000's omitted): December 31, 1995 1994 Bad debt allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,681 $ 4,100 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (926) 1,700 Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . (25,395) (20,900) Post retirement benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,405 21,300 Other accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,727 46,700 All other accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,840) 1,500 Operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . 7,000 800 Capital loss carryforwards. . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 1,300 Gross deferred tax asset. . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 96,652 56,500 Valuation allowances. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,000) (2,100) Net deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 89,652 $54,400 The effective income tax rate for the years ended December 31 varies from the statutory Federal income tax rate as follows: Percentage of Pre-Tax Earnings 1995 1994 1993 Statutory Federal income tax rate. . . . . . . . . . . . . . . . . . . . . . . . . 35.0% 35.0% 35.0% Increase (decrease) in tax rate resulting from: Permanent differences in amortization of certain assets for tax and financial reporting purposes. . . . . . . . . . . . . . . . . . . 2.9 2.8 3.7 State income taxes (net of Federal income tax benefit).. . . . . 2.6 2.9 3.0 Taxes on foreign earnings. . . . . . .. . . . . . . . . . . . . . . . . . . . . . (1.6) (0.4) (0.5) Effective income tax rate. . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38.9% 40.3% 41.2% (12) Segment Data: As of December 31, 1995 the Company operated within two major business segments: Tools and Components, and Process/Environmental Controls. The Tools and Components segment has a customer which accounted for approximately 16%, 21% and 21% of total sales in 1995, 1994 and 1993, respectively. Operating profit represents total revenues less operating expenses, excluding interest and taxes on income. The identifiable assets by segment are those used in each segment's operations. Intersegment receivables are eliminated to arrive at consolidated totals. The detail segment data is presented in the following table (000's omitted): Operations in Different Industries - Year Ended December 31, 1995 1994 1993 Total Revenues: Tools and Components Process/Environmental Controls Other $1,005,005 481,764 - $1,486,769 $ 809,989 303,984 - $1,113,973 $ 691,344 244,400 1,889 $937,633 Operating Profit: Tools and Components Process/Environmental Controls Other $ 112,981 80,804 (13,528) $ 180,257 $ 81,463 56,632 (13,668) $ 124,427 $ 56,443 42,781 (12,166) $ 87,058 Identifiable Assets: Tools and Components Process/Environmental Controls Other $ 821,604 599,466 64,921 $1,485,991 $ 687,908 340,952 76,785 $1,105,645 $ 550,169 240,712 51,413 $ 842,294 Depreciation and Amortization: Tools and Components Process/Environmental Controls $ 35,211 23,316 $ 58,527 $ 32,220 10,334 $ 42,554 $ 29,562 8,835 $ 38,397 Capital Expenditures: Tools and Components Process/Environmental Controls Sales of Fixed Assets $ 48,500 10,672 - $ 59,172 $ 40,392 8,348 (13,929) $ 34,811 $ 28,133 5,242 - $ 33,375 Operations in Geographical Areas - Year Ended December 31, 1995 1994 1993 Total Revenues: United States. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,235,933 205,228 45,608 $1,486,769 $1,004,697 77,126 32,150 $1,113,973 $ 854,267 52,195 31,171 $ 937,633 Operating Profit: United States. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 156,170 20,348 3,739 $ 180,257 $ 115,589 7,179 1,659 $ 124,427 $ 81,207 3,568 2,283 $ 87,058 Identifiable Assets: United States. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,292,166 173,949 19,876 $1,485,991 $1,029,825 62,833 12,987 $1,105,645 $ 776,421 51,246 14,627 $ 842,294 Export sales were approximately $107 million, $91 million and $75 million for the years ended December 31, 1995, 1994 and 1993. (13) Quarterly Data-Unaudited (000's omitted except per share data) 1995 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Net revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $335,982 $351,891 $368,724 $430,172 Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,707 107,967 111,110 131,363 Operating profit. . . . . . . . . . . . . . . . . . . . . . . . . . . 36,838 45,709 47,094 50,616 Earnings from continuing operations. . . . . . . . . . . 21,412 26,640 28,348 29,366 Earnings from discontinued operations . . . . . . . . . 436 580 452 1,082 Net earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,848 27,220 28,800 30,448 Earnings per share: Continuing operations Discontinued operations Net earnings $ .36 .01 $ .37 $ .45 .01 $ .45 $ .47 .01 $ .48 $ .49 .02 $ .51 1994 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Net revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $246,224 $270,418 $284,806 $312,525 Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,792 77,892 87,265 89,150 Operating profit. . . . . . . . . . . . . . . . . . . . . . . . . . . 21,712 27,920 36,720 38,075 Earnings from continuing operations . . . . . . . . . . 12,200 15,859 21,555 22,705 Earnings from discontinued operations . . . . . . . . . 2,328 3,407 1,543 2,053 Net earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,528 19,266 23,098 24,758 Earnings per share: Continuing operations Discontinued operations Net earnings $ .21 .04 $ .25 $ .27 .06 $ .33 $ .37 .03 $ .40 $ .39 .04 $ .42 Danaher Corporation and Subsidiaries Operating Executives Danaher Controls James W. Appelgren President A.L. Hyde Company Richard L. Garthwaite President Iseli Company Oege Luiting President Jacobs Vehicle Equip- ment Company Gregory T.H. Davies President Jacobs Chuck Manu- facturing Company Dennis D. Claramunt President Matco Tools Corporation / Hennessy Industries, Inc Patrick W. Allender Acting President Partlow Corporation/ Anderson Instrument Company Lawrence C. Curtis President Qualitrol Corporation Alex A. Joseph President Delta Consolidated Industries Thomas P. Joyce, Jr. President Hengstler GmbH Hermann E. Braun President Veeder-Root Company H. Lawrence Culp, Jr. President Danaher Tool Group Professional Tools Division Frank J. Feraco President Danaher Tool Group Special Markets Division Thomas R. Sulentic President Gulton-Graphic Instruments William H. Brewster President West Instruments, Ltd. Philip R. Sheridan Managing Director Jennings Technology Corporation James E. Berkeland President Cyberex, Inc. Gus Stevens President Joslyn Manufacturing Company Gary P. Prasser President Joslyn Hi-Voltage Corporation James F. Domo President Joslyn Sunbank Corporation P. Edward Prutzman President Joslyn Electronic Systems Corporation S. Keith Swanson President Officers and Senior Executives George M. Sherman President and Chief Executive Officer Patrick W. Allender Senior Vice President Chief Financial Officer and Secretary C. Scott Brannan Vice President - Administration and Controller Dennis D. Claramunt Vice President and Group Executive H. Lawrence Culp, Jr. Vice President and Group Executive Gregory T.H. Davies Vice President and Group Executive James H. Ditkoff Vice President -Finance & Tax John P. Watson Vice President and Group Executive Directors Mortimer M. Caplin Partner Caplin & Drysdale Donald J. Ehrlich President Wabash National Corp. Walter G. Lohr, Jr. Partner Hogan & Hartson Mitchell P. Rales Partner Equity Group Holdings Chairman of the Exec- utive Committee Danaher Corporation Steven M. Rales Partner Equity Group Holdings Chairman of the Board Danaher Corporation George M. Sherman President and Chief Executive Officer Danaher Corporation A. Emmet Stephenson, Jr. President Stephenson and Company Auditors Arthur Andersen LLP Washington, D.C. Shareholders' Information Shareholder requests for information or assistance, please write or call our corporate office. Danaher Corporation c/o Investor Relations 1250 24th Street, N.W. Suite 800 Washington, D.C. 20037 (202) 828-0850 Stock Listing Symbol: DHR New York and Pacific Stock Exchanges Transfer Agent Chemical Mellon Shareholder Services, LLC Pittsburgh, Pennsylvania Form 10-K A copy of the Annual Report to the Securities and Exchange Commission on Form 10-K may be obtained by writing to Danaher Corporation MARKET PRICES OF COMMON STOCK 1995 1994 High Low High Low First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 7/8 24 1/4 20 1/4 18 Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 26 3/8 21 7/8 18 5/16 Third Quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 3/8 30 1/4 23 1/2 20 15/16 Fourth Quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 1/4 30 1/4 26 9/16 21 5/8 High and low per share data are as quoted on the New York Stock Exchange. EX-22 3 Danaher Corporation and Subsidiaries Exhibit to 1995 Annual Report on Form 10K (22) Subsidiaries of Registrant STATE OR JURIS- DOING DICTION OF BUSINESS NO. CORPORATION INCORPORATION AS(DBA) 1 Danaher Corporation Delaware - 2 DHR Services Delaware - 3 DMG Plastics, Inc. Delaware - 4 FJ900 Inc. Delaware - 5 Armstrong Tools, Inc. Delaware - 6 Diversified Mortgage Investors, Inc. Florida - 7 Utica Holding Company Delaware - 8 DH Holdings Corp. Delaware - 9 Easco Hand Tools Inc. Delaware Danaher Tool Group 10 Hand Tool Design Corporation Delaware - 11 KD Tools of Puerto Rico, Inc. Delaware - 12 Beamco, Inc. Wisconsin - 13 Old Tide Corp. Califonia - 14 Dynapar Corporation Illinois Danaher Controls 15 Encoders Incorporated Delaware - 16 FTP, Inc. Delaware - 17 Paragon Technologies, Inc. Delaware - 18 Fayette Tubular Products, Inc. Ohio - 19 Automotive Fluid Systems Company Delaware - 20 Hennessy Industries Inc. Delaware Hennessy/Ammco 21 Service Station Products Company Delaware - 22 Hennessy Industries Canada Inc. Canada - 23 KD Tools of Canada Canada - 24 Ammco Tools Inc. Illinois Hennessy/Ammco 25 Wheel Service Equipment Corporation Delaware 26 Jacobs Vehicle Equipment Company Delaware - 27 Diesal Engine Retarders, Inc. Delaware - 28 Jacobs Chuck Manufacturing Company Delaware - 29 Jacobs Japan Inc. Delaware - 30 Power Tool Holders Incorporated Delaware - 31 Matco Tools Corporation New Jersey - 32 Chicago Pneumatic Tool Company West Germany Delaware - 33 Chicago Pneumatic World Trade Corp. Delaware - 34 Mechanics Custom Tools Corporation Delaware - 35 NMTC, Inc. Delaware Matco Tools Corporation 36 Qualitrol Corporation New York - 37 Power Transformer Controls Company Delaware - 38 Qualitrol Canada Canada - 39 Qualitrol GmbH Germany - 40 Hengstler GmbH i.G. Germany - 41 Hengstler Feinwerktechnik GmbH Germany - 42 Hengstler Japan Corp. Japan - 43 Hengstler Controle Numerique SARL France - 44 SCI Hengstler France - 45 Hengstler Italia SRL Italy - 46 Hengstler Espana SA Spain - 47 Hengstler Canada Inc. Canada - 48 Hengstler Belgium SPRL Belgium - 49 Hengstler Nederland BV Netherlands - 50 Hengstler Tid och Passage AB Sweden - 51 Veeder-Root GmbH Germany - 52 The Partlow Corporation New York Partlow/ Anderson 53 Time & Temperature Controls Corp. Delaware - 54 Anderson Instrument Company New York Partlow/ Anderson 55 Flow Measurement Corporation Delaware - 56 Western Pacific Industries Delaware Iseli Company 57 Swiss Precision Parts Corp. Delaware - 58 A.L. Hyde Company Delaware - 59 Extrusions Plastics, Inc. Delaware - 60 World Plastic Extruders, Inc. New York - 61 Holo-Krome Company Delaware Danaher Tool Group 62 The Allen Manufacturing Company Delaware Danaher Tool Group 63 Industrial Fasteners Inc. Delaware - 64 Holo-Krome Uniform Fasteners Inc. California - 65 Holo-Krome Australia Australia - 66 Quality Wire Inc. Delaware Danaher Tool Group 67 Veeder-Root Company Delaware - 68 Petroleum Industry Controls, Inc. Delaware - 69 Veeder-Root of N.C. Inc. Delaware Danaher Controls 70 Veeder-Root do Brazil Brazil - 71 Veeder-Root SARL France - 72 Launchchange Limited U.K. - 73 West Instruments Ltd. U.K. - 74 Veeder-Root Ltd. U.K. - 75 Veeder-Root Environmental Systems Ltd. U.K. - 76 Danaher Canada Canada - 77 Gwendolene Holdings Ltd. U.K. - 78 Qualitrol Instruments Ltd. U.K. - 79 CGF Automation Ltd. U.K. - 80 Contents Measuring Systems Limited U.K. - 81 Hengstler Industries Ltd. U.K. - 82 Hengstler Great Britain Ltd. U.K. - 83 Hengstler Flexitime Ltd. U.K. - 84 Hengstler Leasing Ltd. U.K. - 85 Jacobs Manufacturing Co. Ltd. U.K. - 86 Holo-Krome Ltd. U.K. - 87 FTP Europe Ltd. U.K. - 88 GID Acquisition Companu Delaware GID Instruments 89 Data Recorders Incorporated Delaware - 90 Middle Road Company Delaware - 91 CEI Acquisition Company Delaware Veeder-Root Company 92 Warrick Controls, Inc. Delaware - 93 Danaher Finance Company Delaware - 94 Normandy Court Company Delaware - 95 Houma Realty Company Delaware - 96 Commercial Avenue Company Delaware - 97 JS Technology, Inc. Delaware - 98 DCI Consolidated Industries,Inc. Delaware - 99 Delta Consolidated Industries,Inc. Arkansas - 100 Truck Storage Incorporated Delaware - 101 Hecon Industries Inc. New Jersey - 102 Hecon Properties New Jersey - 103 Joslyn Corporation Illinos - 104 Joslyn Manufacturing Co. Delaware - 105 Joslyn Electronic Systems Corp. Delaware - 106 Joslyn Hi-Voltage Corp. Delaware - 107 Joslyn Power Products Corp. Delaware - 108 Joslyn Research & Development Corp. Delaware - 109 Joslyn Clark Controls Delaware - 110 Sunbank Family of Companies, Inc. Delaware - 111 Joslyn Sunbank Corporation Delaware - 112 Air Dry Corporation of America Delaware - 113 Jennings Technology Corporation Delaware Joslyn Jennings Corp. 114 Jennings Land Company Delaware - 115 Cyberex, Inc. Delaware - 116 Cyberex Limited U.K. - 117 Cyberex B.V. Netherlands - 118 Joslyn Foreign Sales Corp. Virgin Islands - 119 Joslyn Canada, Inc. Canada - EX-24 4 EXHIBIT 24 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included (or incorporated by reference) in this Form 10-K, into the Company's previously filed Registration Statement File No. 33-32402. ARTHUR ANDERSEN LLP Washington, D.C. March 21, 1996 EX-27 5
5 1000 YEAR DEC-31-1995 DEC-31-1995 7938 953 238083 13431 201890 466470 460503 168566 1485991 404138 0 634 0 0 585677 1485991 1486769 1486769 1039622 1306512 0 0 7198 173059 67293 105766 2550 0 0 108316 1.81 1.81
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