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) January 26, 2006

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 January 26, 2006, Danaher Corporation issued a press release announcing earnings for the year and quarter ended December 31, 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 Reports Record Fourth Quarter and 2005 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: January 25, 2006

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release — “Danaher Corporation Reports Record Fourth Quarter and 2005 Results”

EX-99.1

Exhibit 99.1

DANAHER CORPORATION REPORTS RECORD FOURTH QUARTER AND 2005 RESULTS

WASHINGTON, D.C., January 26, 2006 — Danaher Corporation (NYSE:DHR) today announced results for the fourth quarter and year ended December 31, 2005. Net earnings for the fourth quarter of 2005 were $261.6 million, or $0.81 per diluted share, a 20% increase compared with $217.7 million, or $0.67 per diluted share for the fourth quarter of 2004. Sales for the 2005 fourth quarter were $2,263.8 million compared to $1,979.6 million for the fourth quarter of 2004, an increase of 14.5%.

Net earnings for the full year 2005 including the effect of certain gains on the sale of real estate and other assets of $0.03 per share were $907.7 million, or $2.79 per diluted share, a 21.5% increase, compared with $746.0 million, or $2.30 per diluted share for 2004 which included approximately $0.02 per share of gains on the sale of real estate. Sales for 2005 were $7,984.7 million compared to $6,889.3 million in 2004, an increase of 16%.

H. Lawrence Culp, Jr., President and Chief Executive Officer, stated, “We are pleased to once again report record fourth quarter and full year results. For the quarter, growth from existing businesses, also known as core revenues increased 5.5%. Operating cash flow for the year was a record $1.2 billion, representing a 16.5% increase over 2004. Our record performance throughout 2005 and our strong finish to the year give us confidence in our ability to deliver excellent results in 2006.”

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

Statements in this release that are not strictly historical, including statements regarding events or developments that we believe or anticipate will or may occur in the future, 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, cost reductions, sales growth and earnings, 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, regulatory approvals and the Company’s ability to consummate announced acquisitions, 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. These forward-looking statements speak only as of the date of this release and the Company disclaims any duty to update any forward-looking statement.

Please contact:

Andy Wilson

Vice President, Investor Relations

Danaher Corporation

2099 Pennsylvania Avenue

Washington, D.C. 20006

Telephone: (202) 828-0850

Fax: (202) 828-0860

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(in thousands, except per share amounts)

	Quarter Ended						Year Ended
	12/31/05			12/31/04			12/31/05			12/31/04
Sales	$	2,263,754		$	1,979,580		$	7,984,704		$	6,889,301
Cost of sales		1,291,397			1,143,878			4,539,689			3,996,636
Selling, general and administrative expenses		606,299			521,739			2,175,751			1,795,673
Gain on sale of real estate and other assets		(1,570	)		(2,041	)		(10,904	)		(8,141	)
Total operating expenses		1,896,126			1,663,576			6,704,536			5,784,168
Operating profit		367,628			316,004			1,280,168			1,105,133
Interest expense		(9,427	)		(14,199	)		(44,933	)		(54,984	)
Interest income		2,658			2,711			14,707			7,568
Earnings before income taxes		360,859			304,516			1,249,942			1,057,717
Income taxes		99,236			86,786			342,222			311,717
Net earnings	$	261,623		$	217,730		$	907,720		$	746,000
Basic net earnings per share	$	0.85		$	0.70		$	2.94		$	2.41
Diluted net earnings per share	$	0.81		$	0.67		$	2.79		$	2.30
Average common stock and common equivalent shares outstanding:
Basic		306,510			309,498			308,905			308,964
Diluted		325,197			329,083			327,983			327,701

These statements are presented for reference only. The final audited statements will include footnotes, which should be

referenced when available, to more fully understand the contents of these statements.

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

	As of December 31
	2005			2004
ASSETS
Current assets:
Cash and equivalents	$	315,551		$	609,115
Trade accounts receivable, less allowance for doubtful accounts of $91,115 and $78,423		1,407,858			1,231,065
Inventories		825,263			703,996
Prepaid expenses and other current assets		396,347			374,514
Total current assets		2,945,019			2,918,690
Property, plant and equipment, net		748,172			752,966
Other assets		160,780			91,705
Goodwill		4,474,991			3,970,269
Other intangible assets, net		834,147			760,263
	$	9,163,109		$	8,493,893
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current portion of long-term debt	$	183,951		$	424,763
Trade accounts payable		782,854			612,066
Accrued expenses		1,291,861			1,165,457
Total current liabilities		2,258,666			2,202,286
Other liabilities		956,402			746,390
Long-term debt		857,771			925,535
Stockholders’ equity:
Common stock, one cent par value; 1,000,000 shares authorized; 338,547 and 336,946 issued; 305,571 and 308,920 outstanding		3,385			3,369
Additional paid-in capital		861,875			1,052,154
Accumulated other comprehensive income (loss)		(109,279	)		116,037
Retained earnings		4,334,289			3,448,122
Total stockholders’ equity		5,090,270			4,619,682
	$	9,163,109		$	8,493,893

These statements are presented for reference only. The final audited statements will include footnotes, which should be

referenced when available, to more fully understand the contents of these statements.

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended
	12/31/05			12/31/04
Cash flows from operating activities:
Net earnings from operations	$	907,720		$	746,000
Depreciation and amortization		176,972			156,128
Change in trade accounts receivable, net		(66,611	)		(110,007	)
Change in inventories		(22,478	)		65,528
Change in accounts payable		138,144			65,315
Change in accrued expenses and other liabilities		108,685			135,616
Change in prepaid expenses and other assets		(38,631	)		(25,364	)
Total operating cash flows		1,203,801			1,033,216
Cash flows from investing activities:
Payments for additions to property, plant and equipment		(121,206	)		(115,906	)
Proceeds from disposals of property, plant and equipment		18,783			30,894
Cash paid for acquisitions		(885,083	)		(1,591,719	)
Proceeds from divestitures		22,100			43,100
Net cash used in investing activities		(965,406	)		(1,633,631	)
Cash flows from financing activities:
Proceeds from issuance of common stock		59,931			45,957
Dividends paid		(21,553	)		(17,731	)
Proceeds from debt borrowings		355,745			130,000
Purchase of treasury stock		(257,696	)		—
Debt repayments		(647,987	)		(196,281	)
Net cash used in financing activities		(511,560	)		(38,055	)
Effect of exchange rate changes on cash		(20,399	)		17,429
Net change in cash and equivalents		(293,564	)		(621,041	)
Beginning balance of cash and equivalents		609,115			1,230,156
Ending balance of cash and equivalents	$	315,551		$	609,115

These statements are presented for reference only. The final audited statements will include footnotes, which should be

referenced when available, to more fully understand the contents of these statements.

DANAHER CORPORATION AND SUBSIDIARIES

SEGMENT INFORMATION (in thousands)

2005 Segment Operating Results

	Quarter Ended				Year Ended
	12/31/2005		12/31/2004		12/31/2005		12/31/2004
Sales
Professional Instrumentation	1,170,167		946,839		3,782,109		2,963,549
Industrial Technologies	744,354		687,237		2,908,141		2,619,495
Tools and Components	349,233		345,504		1,294,454		1,306,257
	2,263,754		1,979,580		7,984,704		6,889,301
	Quarter Ended				Year Ended
	12/31/2005		12/31/2004		12/31/2005		12/31/2004
Operating Profit
Professional Instrumentation	206,869		174,645		676,994		554,453
Industrial Technologies	121,163		102,467		441,899		383,073
Tools and Components	50,949		48,976		199,289		198,251
Other	(11,353	)	(10,084	)	(38,014	)	(30,644	)
	367,628		316,004		1,280,168		1,105,133
Operating Margins
Professional Instrumentation	17.7	%	18.4	%	17.9	%	18.7	%
Industrial Technologies	16.3	%	14.9	%	15.2	%	14.6	%
Tools and Components	14.6	%	14.2	%	15.4	%	15.2	%
Total	16.2	%	16.0	%	16.0	%	16.0	%

These statements are presented for reference only. The final audited statements will include footnotes, which should be

referenced when available, to more fully understand the contents of these statements.

DANAHER CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATION

Three Months and Year Ended December 31, 2005

	Three Months Ended								Years Ended
	December 31, 2005			December 31, 2004			% Change		December 31, 2005			December 31, 2004			% Change
Net earnings before unusual items	$	260,485		$	216,271		20.4	%	$	896,487		$	740,258		21.1	%
Included in gains (losses) on sales of real estate and other assets, net:
Pre-tax loss on operations of disposed SED business					—					(1,300	)		—
Pre-tax loss on impairment of minority investment					—					(5,085	)		—
Pre-tax gain on sale of shares of Leica Geosystems					—					1,808			—
Pre-tax gain on retained debt and equity interest on previously sold business		—			—					5,270			—
Pre-tax gain on sale of business					—					4,571
Other pre-tax gains (loss) on sale of real estate & other non-operational assets		1,570			2,041					5,640			8,141
		1,570			2,041					10,904			8,141
Included in interest income:
Pre-tax interest benefit on interest collected related to retained debt interest		—			—					4,600			—
Income Tax Impact:
Income tax impact on above gains (losses)		(432	)		(582	)				(4,271	)		(2,399	)
Net earnings per GAAP	$	261,623		$	217,730		20.2	%	$	907,720		$	746,000		21.7	%

These statements are presented for reference only. The final audited statements will include footnotes, which should be

referenced when available, to more fully understand the contents of these statements.