8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) July 21, 2005

Danaher Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-08089	59-1995548
(Commission File Number)	(IRS Employer Identification No.)
2099 Pennsylvania Ave., N.W., 12th Floor, Washington, D.C.	20006-1813
(Address of Principal Executive Offices)	(Zip Code)

202-828-0850

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 21, 2005, Danaher Corporation issued a press release announcing earnings for the three months and six months ended July 1, 2005. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. This Current Report on Form 8-K and the press release attached hereto are being furnished by Danaher pursuant to Item 2.02 of Form 8-K.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits:

Exhibit No.	Description
99.1	Press release — “Danaher Corporation Announces Record Second Quarter Results”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DANAHER CORPORATION
By:	/s/ Daniel L. Comas
Name:	Daniel L. Comas
Title:	Executive Vice President and Chief Financial Officer

Dated: July 20, 2005

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release — “Danaher Corporation Announces Record Second Quarter Results”

EX-99.1

Exhibit 99.1

DANAHER CORPORATION ANNOUNCES RECORD SECOND QUARTER RESULTS

WASHINGTON, D.C., July 21, 2005 — Danaher Corporation (NYSE:DHR) announced today that net earnings for its second quarter ended July 1, 2005 including the effect of certain gains of $0.03 per share were $229 million, or $0.70 per diluted share, 25.5% higher than its 2004 second quarter net earnings of $182 million, or $0.56 per diluted share. Excluding the effect of these gains, net earnings per diluted share would have been $0.67, a 19.5% increase over the comparable earnings per share for 2004. Sales for the 2005 second quarter were $1,929 million, 19% higher than the $1,621 million reported for the 2004 second quarter. The $0.03 per share gains referred to above relate to the sale of a business and a minority interest.

Net earnings for the first six months of 2005 including the effect of the gains were $417 million, or $1.28 per diluted share, compared with $327 million, or $1.01 per diluted share for 2004, an increase of 27.5%. Excluding the effect of the above described gains, net earnings per diluted share for the first six months of 2005 would have been $1.24, a 23% increase over the comparable earnings per share for 2004. Sales for the first six months of 2005 were $3,755 million compared to $3,164 million for the first six months of 2004, an increase of 19%.

H. Lawrence Culp, Jr., President and Chief Executive Officer, stated, “We are pleased to again report record quarterly earnings. We are particularly pleased to report that growth from existing businesses, also known as core revenues, accounted for 5.5% growth, with all three of our reporting segments delivering higher core revenue growth as compared to the first quarter. Total sales growth for the quarter also includes acquisition growth of 12% and currency gains of 1.5%. Our operating cash flow for the first half of 2005 of $595 million was another record and a 19% increase over the first half of 2004. The broad-based strength we continue to see across our businesses reinforces our confidence in our ability to deliver positive results for the second half of 2005.”

Danaher Corporation is a leading manufacturer of Professional Instrumentation, Industrial Technologies, and Tools and Components. (www.danaher.com)

Statements in this release and the attachments to this release that are not strictly historical may be “forward-looking” statements. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements. These factors include, among other things, litigation and other contingent liabilities, the Company’s ability to achieve projected efficiencies and cost reductions, economic conditions in the end-markets the Company sells into, the Company’s ability to expand its business in new geographic markets, commodity costs and surcharges, competition, market demand for new products, currency exchange rates, the integration of acquired businesses, changes in the market for acquisitions and divestitures and general economic conditions. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2004 Annual Report on Form 10-K and Second Quarter 2005 Quarterly Report on Form 10-Q.

To download a copy of the full earnings report, please go to www.danaher.com

Please contact:

Andy Wilson

Vice President, Investor Relations

Danaher Corporation

2099 Pennsylvania Avenue

Washington, D.C. 20006

Telephone: (202) 828-0850

DANAHER CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

(000’s omitted, except per share amounts)

(unaudited)

	Three Months Ended						Six Months Ended
	July 1, 2005			July 2, 2004			July 1, 2005			July 2, 2004
Sales	$	1,928,627		$	1,621,245		$	3,754,575		$	3,164,436
Operating costs and expenses:
Cost of sales		1,079,024			935,536			2,129,788			1,847,466
Selling, general and administrative expenses		537,158			414,827			1,045,840			821,808
Gain on sales of real estate and other assets		(8,576	)		(1,360	)		(13,911	)		(2,046	)
Total operating expenses		1,607,606			1,349,003			3,161,717			2,667,228
Operating profit		321,021			272,242			592,858			497,208
Interest expense		(12,815	)		(12,716	)		(26,303	)		(27,166	)
Interest income		7,684			808			8,999			2,327
Earnings before income taxes		315,890			260,334			575,554			472,369
Income taxes		86,870			78,101			158,278			144,892
Net earnings	$	229,020		$	182,233		$	417,276		$	327,477
Basic earnings per share	$	0.74		$	0.59		$	1.35		$	1.06
Diluted earnings per share	$	0.70		$	0.56		$	1.28		$	1.01
Average common stock and common equivalent shares outstanding
Basic		309,639			308,832			309,759			308,618
Diluted		328,724			327,272			329,057			326,878

See notes to consolidated condensed financial statements.

A complete copy of Danaher’s Form 10-Q financial statements is available on the Company’s web site (www.danaher.com).

DANAHER CORPORATION

SUPPLEMENTAL FINANCIAL INFORMATION

	Three Months Ended							Six Months Ended
	July 1, 2005			July 2, 2004		% Change		July 1, 2005		July 2, 2004		% Change
Net earnings before unusual items	$	219,468		$	181,281	21.0	%	$	403,856	$	326,059	24.0	%
After-tax gain on retained debt and equity interest on previously sold business ($5.3 million pre-tax)		3,821			—				3,821		—
After-tax interest benefit on interest collected related to retained debt interest ($4.6 million pre-tax)		3,334			—				3,334		—
After-tax gain on sale of business ($4.6 million pre-tax)		3,314			—				3,314		—
Other after-tax gains (loss) on sale of real estate & other non-operational assets		(917	)		952				2,951		1,418
Net earnings per GAAP	$	229,020		$	182,233	25.5	%	$	417,276	$	327,477	27.5	%
Diluted net earnings per share before unusual items	$	0.67		$	0.56	19.5	%	$	1.24	$	1.01	23.0	%
After-tax gain on retained debt and equity interest on previously sold business ($5.3 million pre-tax)		0.01			—				0.01		—
After-tax interest benefit on interest collected related to retained debt interest ($4.6 million pre-tax)		0.01			—				0.01		—
After-tax gain on sale of business ($4.6 million pre-tax)		0.01			—				0.01		—
Other after-tax gains (loss) on sale of real estate & other non-operational assets		—			—				0.01		—
Diluted net earnings per share per GAAP	$	0.70		$	0.56	25.0	%	$	1.28	$	1.01	27.0	%

NOTE: The Company recorded gains and losses on unusual matters and real estate sales in the first two quarters of 2005 and 2004. The Company has presented its earnings per share growth excluding the unusual matters and real estate sale gains (losses). Management believes that presenting certain financial information without these unique items is more representative of the Company’s operational performance and provides additional insight into, and clarifies the basis for, historical and/or future performance, which may be more useful for investors. This information should not be used as a substitute for net earnings or earnings per share in accordance with Generally Accepted Accounting Principles (GAAP).