SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
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 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 19, 1999, the number of shares of common stock outstanding was
135.3 million 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 $4.3 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 13
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, 1998. 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 1999 annual meeting
of stockholders. With the exception of the pages of the 1999
Proxy Statement specifically incorporated herein by
reference, the 1998 Proxy Statement is not deemed to be filed
as part of this Form 10-K.
Certain information included or incorporated by reference in
this document may be deemed to be "forward looking
statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. All
statements, other than statements of historical facts, that
address activities, events or developments that the Company
intends, expects, projects, believes or anticipates will or
may occur in the future are forward looking statements. Such
statements are characterized by terminology such as
"believe," "anticipate," "should," "intend," "plan," "will,"
"expects," "estimates," "projects," "positioned," "strategy,"
and similar expressions. These statements are based on
assumptions and assessments made by the Company management in
light of its experience and its perception of historical
trends, current conditions, expected future developments and
other factors it believes to be appropriate. These forward
looking statements are subject to a number of risks and
uncertainties, including but not limited to continuation of
the Company's longstanding relationship with major customers,
the Company's ability to integrate acquired businesses into
its operations and realize planned synergies, the extent to
which acquired businesses are able to meet the Company's
expectations and operate profitably, changes in regulations
(particularly environmental regulations) which could affect
demand for products in the Process/Environmental Controls
segment and unanticipated developments that could occur with
respect to contingencies such as environmental matters and
litigation. In addition, the Company is subject to risks and
uncertainties that affect the manufacturing sector generally
including, but not limited to, economic, competitive,
governmental and technological factors affecting the
Company's operations, markets, products, services and prices.
Any such forward looking statements are not guarantees of
future performances and actual results, developments and
business decisions may differ from those envisaged by such
forward looking statements. The Company disclaims any duty
to update any forward looking statements, all of which are
expressly qualified by the foregoing.
ITEM 1. BUSINESS
The Company conducts its operations through two business
segments: Process/Environmental Controls and Tools and
Components.
Process/Environmental Controls
The Process/Environmental Controls segment is comprised
of the Fluke Corporation ("Fluke"), Veeder-Root Company
("Veeder-Root"), Danaher Controls, Partlow/West, Anderson
Instruments, West Instruments, QualiTROL Corporation, A.L.
Hyde Company, Hengstler, McCrometer, the controls product
line business units of Joslyn Corporation and Pacific
Scientific Company, Namco Controls, Dolan-Jenner, M&M
Precision Systems, Communications Technology Corporation,
Gems Sensors and Dr. Bruno Lange GmbH. These companies
produce and sell compact, professional electronic test tools,
underground storage tank leak detection systems and motion,
position, speed, temperature, level and position instruments
and sensing devices, power switches and controls,
communication line products, power protection products,
liquid flow and quality measuring devices, quality assurance
products and systems, safety 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 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.
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. Offerings
include analytical instruments for air and water quality
monitoring. This expansion program includes both internally
developed new product offerings as well as selective product
line acquisitions.
Fluke is engaged in the design, manufacture and
marketing of compact, professional electronic test tools.
Fluke's principal products are portable instruments that
measure voltage, current, power quality, frequency,
temperature, pressure and other key functional parameters of
electronic equipment. Fluke distributes its products in over
100 countries, serving two major markets: industrial tools
and networks.
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. Danaher's instrument companies have
significant synergies in both product offerings and channels
of distribution. The Company's plan is to leverage these
synergies in product design, engineering and manufacturing,
and product marketing.
M&M Precision Systems provides both quality assurance
products and systems which enhance both quality and
manufacturing effectiveness as well as motion products which
are generally components of other devices.
Other business lines within this segment include
extruded thermoplastic mill shapes and custom molded plastic
products.
In March, 1998, the Company acquired Pacific Scientific
Company. Pacific Scientific has two major business segments:
(i) Electrical Equipment and (ii) Safety Equipment. Nearly
half of the company's sales consists of electric motors,
drives and controls. These electric motors and controls are
sold primarily to original equipment manufacturers who
incorporate them into a wide variety of products. Pacific
Scientific motors are used in factory automation, medical,
printing, plastic extrusion and molding, paper converting,
vending, textile, aerospace, fitness and many other types of
equipment. Safety equipment includes mainly fire detection
and suppression equipment, crew restraints, flight control
and pyrotechnic devices. Safety equipment is sold mainly in
the aviation and aerospace industry. The company also
provides worldwide sales, service and repair of its products
for airlines and other users of safety equipment. Operating
results from Pacific Scientific have been included with the
Company's results, beginning with the first quarter of 1998.
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.
Tools and Components
The Tools and Components segment is comprised of the
Danaher Hand Tool Group (including Special Markets,
Professional Tool Division and Asian Tool Division), Matco
Tools ("Matco"), Jacobs Chuck Manufacturing Company
("Jacobs"), Delta Consolidated Industries, Jacobs Vehicle
Systems Company, Hennessy Industries and the hardware and
electrical apparatus lines of Joslyn Manufacturing Company
(JMC). 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, geographic
expansion 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 10% of total Company sales in 1998.
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,
subject to certain conditions.
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 1,300 independent mobile distributors
who sell primarily to individual professional mechanics.
Matco is one of the leading suppliers in this market.
The Company believes Jacobs is the market leader in the
drill chuck business with its highly respected and well
recognized brand name.
The Company believes 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
Vehicle Systems Company. The "Jake Brake " technology was
developed by Jacobs Vehicle and represents the leading brand
of engine retarders. The product is sold by Jacobs' sales
personnel to original equipment manufacturers and aftermarket
distributors.
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.
JMC also manufactures surge protection devices for the
electric power utility industry.
The major raw materials used by this segment, including
high quality steel, are available from a variety 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, 1998, the Company employed approximately
18,000 persons. Of these, approximately 2,300 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
$111 million for 1998, $88 million for 1997 and $77 million
for 1996.
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
then existing law, environmental law now imposes retroactive
liability, in some circumstances, on persons who owned or
operated wood-treating sites. JMC is remediating some of its
former sites and will remediate other sites in the future.
The Company has made a provision for environmental
remediation; 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 results of operation,
financial condition and cash flow.
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 10% of
consolidated sales in 1998. Although the relationship with
Sears is long-standing, the Company believes the loss or
material reduction of this business could have a material
adverse effect on its operations.
ITEM 2. PROPERTIES
The Company occupies over 5 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
.............................................................
....
Process/Environmental Controls
Altoona, PA Manufacturing Owned
Elizabethtown, NC Manufacturing Owned
Market Harborough, England Manufacturing Leased
Sao Paulo, Brazil Manufacturing Owned
New Hartford & Fairport, NY Manufacturing Owned
Gurnee, IL Manufacturing Leased
Grenloch, NJ 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
Paso Robles, CA Manufacturing Leased
San Jose, CA Manufacturing Owned
Hemet, CA Manufacturing Owned
Madison, AL Manufacturing Leased
Etobicoke, Canada Manufacturing Leased
Highland Heights, OH Manufacturing Owned
Herzhorn, Germany Manufacturing Owned
West Carollton, OH Manufacturing Owned
Loffingen, Germany Manufacturing Owned
Tamworth, England Manufacturing Leased
Basingstoke, England Manufacturing Owned
Baretswil, Switzerland Manufacturing Owned
Plainville, CT Manufacturing Owned
Everett, WA Manufacturing Owned
Einhoven, Netherlands Manufacturing Leased
Chandler, AZ Manufacturing Leased
Duarte, CA Manufacturing Leased
Yorba Linda, CA Manufacturing Leased
Rockford, IL Manufacturing Leased
Grants Pass, OR Manufacturing Owned
Wilmington, MA Manufacturing Leased
Kazmarek, Slovakia Manufacturing Leased
Weymouth, MA Manufacturing Owned
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
Raleigh, NC Manufacturing Leased
Chicago, IL (3) Manufacturing Owned
Bloomfield, CT Manufacturing Owned
LaVergne, TN Manufacturing Owned
Bowling Green, KY Manufacturing Owned
Suzhou, China Manufacturing Owned
Shanghai, China (3) Manufacturing Owned
Taichung, Taiwan Manufacturing Leased
Dallas, TX Manufacturing Leased
Atlanta, GA Manufacturing Owned
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 principal case, Patton, et al v. Chicago
Pneumatic Tool Company, was filed in United States District
Court in Jackson Co., MS in 1989. There are other related
cases. 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 Company's maximum indemnification
obligation under the contract is approximately $85,000,000.
The Company has accepted an agreement in principle to settle
all claims. Completion of this settlement agreement will not
result in a material adverse effect on the Company's results
of operations or financial condition.
JMC is a defendant in a class action tort suit, Henry L.
Johnson, et. al. v. Lincoln Creosote Company, Inc., et. al.,
filed in the 26th Judicial District Court of the State of
Louisiana, in Bossier Parish, Louisiana. 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 has reached agreement with its
insurance carrier which fixes its liability for this matter
to a stated amount which will not have a material adverse
effect on the Company's results of operations or financial
condition.
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 1998.
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, 1998, 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 1999
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 12
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 12 of this report.
b) Reports on Form 8-K filed in the fourth quarter of
1998.
NONE
c) An Index of Exhibits is on page 13 of this report.
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,
1998, 1997, and 1996 18
Consolidated Balance Sheets,
December 31, 1998 and 1997 19
Consolidated Statements of
Cash Flows, years ended
December 31, 1998, 1997, and 1996 20
Consolidated Statements of
Stockholders' Equity, years
ended December 31, 1998,
1997, and 1996 21
Notes to Consolidated
Financial Statements 22
Supplemental Data:
Selected Financial Data 12
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 In corporation of Incorporated by
Danaher Reference to Exh 3
of 6/26/98 Form 10-Q
(b) The By-Laws of Danaher. Incorporated by
Reference to Exh 3
of 6/26/98 Form 10-Q
(10) Material Contracts:
(a) Employment Agreement between Danaher Incorporated by
Corporation and George M. Sherman dated Reference to
as of January 2, 1990 Exh 10(a) of
6/26/98 Form 10-Q
(b) Credit Agreement Dated As of Incorporated by
September 7, 1990. Among Danaher Corporation, Reference to
the Financial Institutions Listed Therein, Exh 10(b) of
and Bankers Trust Company as Agent. 6/26/98 Form 10-Q
(c) Agreement as of November 1, 1990 Incorporated by
betweenDanaher Corporation, Reference to
Easco Hand Tools, Inc. Exh 10(c)of
and Sears, Roebuck and Co. 6/26/98 Form 10-Q
(d) Note Agreement as of November 1, 1992 Incorporated by
Between Danaher Corporation and Lenders Reference to
Referenced Therein. Exh 10(d) of
6/26/98 Form 10-Q
(e) Note Agreement as of April 1, 1993 Incorporated by
Between Danaher Corporation and Lenders Reference to
Referenced Therein Exh 10(d) of
. 6/26/9 8 Form 10-Q
(f) Danaher Corporation 1997 Stock Option Incorporated by
Plan Reference to
Exh A of Proxy
statement dated
March 30, 1998
(g) Employment Agreement between Danaher Incorporated by
Corporation and John P. Watson, dated Reference to
January 17, 1991 Form 8-K
dated July 9, 1998
(h) Indenture Agreement as of October 28, Incorporated by
1998 Between Danaher Corporation and The First Reference to
National Bank of Chicago, as Trustee Form S-3
(File 333-63591)
(13) Annual Report to Securityholders
(21) Subsidiaries of Registrant.
(23) 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 19, 1999
/s/ GEORGE M. SHERMAN President and Chief Executive
George M. Sherman Officer
/s/ STEVEN M. RALES Chairman of the Board
Steven M. Rales
/s/ MITCHELL P. RALES Chairman of the Executive
Mitchell P. Rales Committee
/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
Patrick W. Allender Financial 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 consolidated financial statements included in 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 27, 1999. 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 27, 1999
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 Down at End
of & other & of
Period Expenses Accounts Deductions Period
Year Ended December 31, 1998
Allowances deducted
from asset accounts:
Allowance for
doubtful accounts $19,000 $ 9,442 $ 2,698(a) $ 7,140 $24,000
Year Ended December 31, 1997
Allowances deducted
from asset accounts:
Allowance for
doubtful accounts:$16,000 $ 6,986 $ 510(a) $ 4,496 $19,000
Year Ended December 31, 1996
Allowances deducted
from asset accounts:
Allowance for
doubtful accounts:$14,000 $ 6,161 $ 507(a) $ 4,668 $16,000
Notes:(a) - Amounts related to businesses acquired, net of
amounts related to businesses disposed.
EXHIBIT 23
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 22, 1999