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, 1994
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 CORP ORATION
(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, 1995, the number of shares of common
stock outstanding was 58,438,288 and were held by
approximately 2,800 holders. The aggregate market
value of common shares held by non-affiliates of the
Registrant on such date was approximately $900 million,
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, 1994.
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 1995
annual meeting of stockholders. With the exception of
the pages of the 1995 proxy statement specifically
incorporated herein by reference, the 1995 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 three
business segments: Tools, Process/Environmental
Controls and Transportation Products.
Tools
The Tools segment is comprised of the Danaher 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") and Delta Consolidated Industries, which was
acquired in November, 1994. 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 drill chucks, custom designed headed tools and
components, high quality precision fasteners, tool
boxes and storage containers, and high quality
miniature precision parts.
The Company's Tools business strategy 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 17% of total sales in 1994.
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.
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"),
the Danaher Instruments Group (comprised of Danaher
Controls, Partlow Corporation, Gulton
Industries-Graphic Instruments, Eagle Signal
Instruments, LFE Instruments West Instruments, Ltd.,
and QualiTROL Corporation), Hengstler GmbH (which was
acquired in December, 1994) and the A.L. Hyde Company.
These companies produce and sell underground storage
tank leak detection systems and temperature, level and
position sensing devices, 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.
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.Transportation
The Transportation segment includes Hennessy
Industries, Inc. ("Hennessy"), Jacobs Brake and Fayette
Tubular Products ("Fayette"). These companies are
leading manufacturers and distributors of automotive
and transportation products used by the automotive
aftermarket and original equipment manufacturers.
Products in this segment include wheel service
equipment, diesel engine retarders and automobile air
conditioning components.
The results of the Transportation Products
business are affected by the level of sales in the
automotive aftermarket, heavy duty diesel truck and
domestic automobile industries. The Company's strategy
is to reduce the impact of the cyclicality in this
business segment by expanding its customer base for the
wheel service equipment products and "Jake Brake" and
achieving production efficiencies and enhanced quality
and customer service through "Just-In-Time" and related
manufacturing techniques.
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.
Automotive air-conditioning components and other
tubular products are produced by Fayette which sells
its products to original equipment manufacturers
through its direct sales force. The major raw
materials used by this segment include high quality
steel forgings and castings, aluminum and steel tubing,
rubber hose, metal couplings, paints, adhesives and
chemical coatings. These materials are available in
sufficient quantities from a variety of sources.
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, 1994, the Company employed
approximately 9,960 persons. Of these, approximately
1,800 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 $26,800,000 for 1994, $24,000,000 for
1993 and $19,300,000 for 1992.
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.
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
17% of consolidated sales in 1994. 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 and 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 Approx.
Sq.Ft of
Floor Area
Tools
Springdale, AK Manufacturing Owned 207,000
Springfield,MA Manufacturing Owned 276,000
Gastonia, NC Manufacturing Leased 225,000
Fayetteville,AK
(2) Manufacturing Owned 134,000
Baltimore, MD Distribution Leased 167,000
Brampton,
Ontario Distribution Leased 14,000
Chicago, IL Manufacturing Owned 216,000
Lakewood, NY Manufacturing Owned 112,000
Nashville, TN Distribution Owned 132,000
Stow, OH Distribution Owned 50,000
West Hartford,
CT Manufacturing Owned 234,000
Terryville, CT Manufacturing Owned 120,000
Walworth, WI Manufacturing Owned 85,000
Dundee,
Scotland Manufacturing Owned 114,000
Sheffield,
England Manufacturing Owned 146,000
Clemson, SC Manufacturing Owned 74,000
Jonesboro, AK Manufacturing Owned 77,000
Jonesboro, AK Manufacturing Leased 315,000
Raleigh, NC Manufacturing Leased 215,000
Process/
Environmental
Controls
Altoona, PA Manufacturing Owned 146,000
Elizabethtown,
NC Manufacturing Owned 182,000
Marketharborough,
England Manufacturing Leased 10,000
Sao Paulo,
Brazil Manufacturing Owned 52,000
New Hartford
& Fairport, NY Manufacturing Owned 121,000
Gurnee, Il Manufacturing Leased 36,000
Grenloch, NJ Manufacturing Owned 93,000
Providence, RI Manufacturing Owned 58,000
Brighton,
England Manufacturing Leased 26,000
Chesterland,
OH Manufacturing Owned 44,000
Aldingen,
Germany Manufacturing Owned 216,000
Aldingen,
Germany (2) Manufacturing Leased 85,000
Wehingen,
Germany (2) Manufacturing Leased 48,000
Eatontown, NJ Distribution Leased 22,700
Aulmay-sons-Bois,
France Manufacturing Owned 41,000
Broxbounrem,
England Distribution Leased 25,000
Transportation
Fayette, OH Manufacturing Owned 200,000
Reading, MI Manufacturing Owned 73,000
Livingston, TN Manufacturing Owned 60,000
Bloomfield, CT Manufacturing Owned 283,000
LaVergne, TN Manufacturing Owned 172,000
Bowling Green,
KY Manufacturing Owned 103,000
In addition to the facilities listed, the Company
owns or leases various facilities including offices or
properties in Washington, District of Columbia;
Simsbury, Connecticut; Troy, Michigan; 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 six 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 six 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.
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 1994.
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, 1994, 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
1995 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 1994.
NONE<PAGE>
DANAHER CORPORATION
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND
FINANCIAL STATEMENT SCHEDULES
Page Number in Annual Report
Annual Report
Form 10K To
Share-
holders
Report of Independent Public
Accountants on Schedules: 11
Financial Statements:
Consolidated Statements of
Earnings, year ended December 31,
1994, 1993, and 1992. . . . . . 14
Consolidated Balance Sheets,
December 31, 1994 and 1993.. 15
Consolidated Statements of
Cash Flows, years ended
December 31, 1994, 1993, and 1992. 16
Consolidated Statements of
Stockholders' Equity, years
ended December 31, 1994,
1993, and 1992. . . . . . . . 17
Notes to Consolidated
Financial Statements. . . . . . 18
Supplemental Data:
Selected Financial Data. . . . . . . 10
Market Prices of Common Stock. . . . . 26
Schedules:
II - Valuation and Qualifying Accounts. 12
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 state-ments or
the notes thereto.<PAGE>
Exhibits
(3) Articles of Incorporation and By-Laws.
(a) The Articles of Incorporation of Danaher (filed as
Annex B to Danaher's Proxy Statement dated October 7,
1986).
Incorporated By Reference
(b) The By-Laws of Danaher.
Incorporated By Reference
(10) Material Contracts:
(a) Employment Agreement between Danaher Corporation
and
George M. Sherman dated as of January 2, 1990
Incorporated By Reference
(b) Credit Agreement Dated As of September 7, 1990.
Among
Danaher Corporation, the Financial Institutions
Listed Therein and Bankers Trust Company as
Agent.
Incorporated By Reference
(c) Agreement as of November 1, 1990 between Danaher
Corporation, Easco Hand Tools, Inc. and Sears,
Roebuck and
Co.
Incorporated By Reference
(d) Note Agreement as of November 1, 1992 Between
Danaher
Corporation and Lenders Referenced Therein.
Incorporated By Reference
(e) Note Agreement as of April 1, 1993 Between Danaher
Corporation and Lenders Referenced Therein.
Incorporated By Reference
(13) Annual Report to Securityholders
(22) Subsidiaries of Registrant.
(24) Consent of Independent Public Accountants.
<PAGE>
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 20, 1995
/s/ GEORGE M. SHERMAN President and Chief
George M. Sherman Executive Officer
/s/ STEVEN M. RALES Chairman of the
Steven M. Rales Board
/s/ MITCHELL P. RALES Chairman of the
Mitchell P. Rales Executive Committee
/s/ WALTER G. LOHR, JR. Director
Walter G. Lohr, Jr.
/s/ DONALD J. EHRILCH 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
Patrick W. Allender President-Chief
Financial Officer
and Secretary
/s/ C. SCOTT BRANNAN Vice President and
C. Scott Brannan Controller<PAGE>
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 Danaher Corporation and Subsidiaries' Annual Report
to Shareholders incorporated by reference in this Form
10-K, and have issued our report thereon dated January
25, 1995. 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
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 25, 1995<PAGE>
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 20, 1995<PAGE>
DANAHER CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(000's omitted)
Additions
Classification
Balance
at
Begin-
ning of
Period
Charged
to
Costs
&
Expense
s
Charg
ed
to
other
Accou
nts
Write
Offs
Write
downs
&
deduct
ions
Balanc
e
at
End
of
Period
Year Ended December 31,
1994
Allowances deducted from
asset accounts:
Allowance for doubtful
accounts. . . . . .
$8,043
$6,630
$487
a
$3,522
$11,63
8
Year Ended December 31,
1993
Allowances deducted from
asset accounts:
Allowance for doubtful
accounts. . . . . .
$6,350
$4,188
$ -
$2,495
$8,043
Year Ended December 31,
1992
Allowances deducted from
asset accounts:
Allowance for doubtful
accounts. . . . . .
$5,613
$2,360
$ -
$1,623
$6,350
Note (a) - Amounts related to businesses acquired.
DANAHER CORPORATION
1994 ANNUAL REPORT<PAGE>
SELECTED FINANCIAL DATA
(000's omitted except per share* data)
1994
1993
1992
1991
1990
Net revenues
$1,288,684
$1,075,529
$955,518
$837,386
$845,316
Operating profit
145,836
101,434
67,565
40,802
80,900
Earnings before cumulative
effect
of accounting change
81,650
53,749
31,601
13,321
35,709
Per share
1.40
.93
.55
.24
.67
Cumulative effect of accounting
change**
-
(36,000)
-
-
-
Per share**
-
(.62)
-
-
-
Net earnings
81,650
17,749
31,601
13,321
35,709
Earnings per common share
1.40
.31
.55
.24
.67
Total assets
1,134,941
872,472
769,815
734,955
744,502
Total debt
185,286
133,585
168,768
184,506
187,051
Dividends declared
3,710
3,412
-
-
-
Dividends per share
.065
.06
-
-
-
* All periods presented reflect the common stock
split effective on January 20, 1995.
** Adoption of accrual method specified by SFAS No.
106 for post retirement benefits.<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Danaher Corporation (the "Company") operates a
variety of businesses through its wholly-owned
subsidiaries. These businesses are conducted in three
business segments: Tools, Process/ Environmental
Controls and Transportation. 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 Allen line of
mechanics' hand tools. The Company also manufactures
Allen wrenches and Jacobs drill chucks and is a leading
supplier of mechanics' hand tools through Matco Tools.
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 and flow control devices. The
Company's Transportation business manufactures wheel
service equipment, diesel engine retarders and
automotive air conditioning components which are sold
under such brand names as Coats, Ammco and "Jake
Brake".
Presented below is a summary of revenues broken
down by business segment (000's omitted).
1994
1993
1992
$ % $ % $ %
Tools
$581,610
45.1%
$502,130
46.7%
$462,207
48.4%
Process/Environ-
mental Controls
303,984
23.6
244,400
22.7
209,718
22.0
Transportation
403,090
31.3
327,110
30.4
282,175
29.5
Other
-
-
1,889
0.2
1,418
0.1
$1,288,684
100.0%
$1,075,529
100.0%
$955,518
100.0%
Tools
The Tools segment is comprised of the Danaher Tool
Group (including Special Markets and Professional Tools
divisions), Matco Tools, Jacobs Chuck Manufacturing
Company, Iseli Company and Delta Consolidated
Industries, which was acquired in November, 1994. 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,
drill chucks, custom designed headed tools and
components, high quality precision socket screws,
fasteners, and high quality miniature precision parts.
<PAGE>
1994 COMPARED TO 1993
Revenues in this segment increased 16% from 1993.
Of this increase, acquisitions accounted for 2%, higher
unit volumes of shipments accounted for 13%, and
increase in average pricing of 1% provided the balance.
Sales levels were benefited by particularly strong
demand for consumer mechanics hand tools and drill
chucks. Operating margins increased to 10% from 9% 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.
1993 COMPARED TO 1992
Revenues in 1993 were 9% higher than 1992. Higher
unit volumes accounted for 8% of this improvement and
increased average pricing provided 1%. Sales of
consumer and professional hand tools were both
substantially higher in 1993, and keyless chuck volumes
were also significantly greater in 1993. Operating
profit increased 41%, reflecting both process
improvements and higher volume leverage on fixed costs.
Hand tool production efficiencies and service levels
both reached record highs.
Process/Environmental Controls
The Process/Environmental Controls segment is
comprised of the Veeder-Root Company, The Danaher
Instruments Group (comprised of Danaher Controls,
Partlow/Anderson Instrument, Gulton Industries-Graphic
Instruments, West Instruments, Ltd., and Qualitrol
Corporation), A.L. Hyde Company and Hengstler, which
was acquired on December 30, 1994. Hence, the results
of operations do not include Hengstler for any periods.
These companies produce and sell underground storage
tank leak detection systems and temperature, level and
position sensing devices, 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.
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.
1993 COMPARED TO 1992
Revenues in 1993 were 17% higher than in 1992 in
this segment. Business acquisitions in the segment,
net of the revenues associated with a business sold at
the end of 1992, contributed 10% of the increase. Of
the remaining increase, higher unit volumes contributed
4% and increased average pricing provided 3%.
International revenues showed some strengthening and
demand for underground storage tank monitoring
equipment remained strong. Operating margins increased
to 18% in 1993 from 15%, reflecting process
improvements, the positive effects of higher volumes,
cost reductions associated with restructuring actions
taken in 1992 and the disposition of a nonstrategic
product line.
Transportation
The Transportation segment includes Hennessy
Industries, Inc., Jacobs Vehicle Equipment Company and
Fayette Tubular Products, Inc. These companies are
leading manufacturers and distributors of automotive
and transportation products used by the automotive
aftermarket and original equipment manufacturers.
Products in this segment include wheel service
equipment, diesel engine retarders and automobile and
light truck air conditioning components.
1994 COMPARED TO 1993
Revenues in 1994 were 23% higher than in 1993.
Shipments were benefited by higher build rates for
automobiles and diesel trucks in North America in 1994.
Of this net increase, higher unit volumes of shipments
accounted for 24%, offset by a decrease in average
pricing of 1%. The wheel service equipment market
rebounded strongly from 1993 levels as well. In
addition, 1994 reflected increased engine retarder
customers outside North America, including the largest
truck manufacturer in the Japanese market. Operating
margins in 1994 increased to 11% from 7% in 1993,
reflecting the incremental margins on the sales
increase and improved productivity. This was partially
offset by a nonrecurring charge associated with the
consolidation of manufacturing locations within the
wheel service equipment market and other administrative
cost reduction steps taken at Hennessy Industries.
1993 COMPARED TO 1992
Revenues in this segment for 1993 increased 16%
from 1992. Higher unit volumes contributed 15% of the
gain and increased average pricing provided 1%. Record
production levels for heavy diesel trucks and higher
build rates for automobiles enabled the engine retarder
and air conditioning components businesses to
outperform the segment as a whole. The sluggish
economy contributed to decreased demand for wheel
service equipment. Operating margins increased to
7.1% from 5.6% in 1992, as higher volume levels
improved contribution margins. This was offset
somewhat by restructuring costs in the wheel service
unit as steps were taken to bring costs in line with
demand levels.
Gross Profit
Gross profit margin in 1994 was 27.5%, 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.
Gross profit, as a percentage of sales, in 1993
was 26.2%, reflecting a slight improvement compared to
the 26.0% achieved in 1992. Productivity improvements,
combined with increased fixed cost leverage, resulted
in margin improvement. This was partially offset by a
shift in product mix towards the lower margin consumer
tools and transportation segment products.<PAGE>
Operating Expenses
In 1994, selling, general and administrative
expenses were 16.2% of sales, a decrease of .6
percentage points from 1993 levels. Total expenses
increased 16%, substantially less than the 20% increase
in total revenues. This reflects continued
streamlining and cost reduction action as well as the
fixed nature of certain costs.
Selling, general and administrative expenses for
1993 as a percentage of sales were approximately 2
percentage points lower than the 1992 level. This
reflects continued streamlining and contribution from
earlier restructuring and other cost reduction actions.
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 7.28%. 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 $200 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 financings discussed above
and through borrowings under uncommitted bank lines.
Interest expense in 1994 was 10% lower than in 1993,
due to lower average borrowing levels. Interest
expense in 1993 was 5% less than in 1992, as the
longer-term fixed rate financing which carried a higher
interest rate than borrowings under the bank facility
was offset by lower average debt levels.
Income Taxes
The effective tax rate decreased 0.8 percentage
points in 1994 to 40.2% of pre-tax income. This
decrease is principally due to the lesser impact of
nondeductible goodwill amortization.
The effective tax rate of 41% of pre-tax income
in 1993 was approximately 3 percentage points lower
than in 1992. This reflects the non-recurrence of the
nondeductible loss on a business disposition, and a
lesser impact of nondeductible goodwill amortization
given higher pre-tax earnings, offset by the one
percent increase in the corporate tax rate enacted in
1993.
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.<PAGE>
Other
The $3,500,000 reflected in Other expenses in 1992
represents the loss on a sale of a non-strategic
business unit. The effect of inflation on the Company's
operations has been minimal in 1994, 1993, and 1992.
Liquidity and Capital Resources
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. The year-end balance sheet
reflects the additional debt associated with these
transactions.
As discussed previously, $130 million of the
Company's debt is fixed at an average interest cost of
7.2%, with no principal amounts due until December 15,
1995. Substantially all remaining borrowings are
short-term in nature and float with referenced base
rates. As of December 31, 1994, the Company has
unutilized commitments under its revolving credit
facility of $200 million.
Cash flow has been strong in all periods from 1992
through 1994. Operations generated $144 million, $136
million and $73 million in cash in 1994, 1993 and 1992,
respectively. The principal use of funds has been
capital expenditures of $55 million, $40 million and
$34 million in 1994, 1993 and 1992, respectively and
cash paid for acquisitions of $136 million in 1994, $54
million in 1993 and $23 million in 1992. The net
result of the above, combined with working capital
changes was an increase in debt of $52 million in 1994
and a reduction in debt of $35 million in 1993 and $18
million in 1992.
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. <PAGE>
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, 1994
and 1993, and the related consolidated statements of
earnings, stockholders' equity, and cash flows for each
of the three years in the period ended December 31,
1994. 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, 1994 and 1993, and the
results of their operations and their cash flows for
each of the three years in the period ended December
31, 1994, in conformity with generally accepted
accounting principles.
As explained in Notes 1 and 6 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 25, 1995
DANAHER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands of dollars, except per share data)
Year Ended December 31,
1994
1993
1992
Net revenues. . . . . . . . . . . . . . . . . . . . . . . . . .
$1,288,684
$1,075,529
$955,518
Cost of sales.. . . . . . . . . . . . . . . . . . . . . . . . .
934,332
793,859
707,360
Selling, general and administrative expenses. .
208,516
180,236
177,093
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
-
-
3,500
Total operating expenses.. . . . . . . . . . . . .
1,142,848
974,095
887,953
Operating profit. . . . . . . . . . . . . . . . . . . . . . . .
145,836
101,434
67,565
Interest expense. . . . . . . . . . . . . . . . . . . . . . . .
9,313
10,345
10,864
Earnings before income taxes and cumulative
effect of accounting change. . . . . . . . . . . . . .
136,523
91,089
56,701
Income taxes. . . . . . . . . . . . .. . . . . . . . . . . . . .
54,873
37,340
25,100
Earnings before cumulative effect of
accounting change. . . . . . . . . . . . . . . . . . . . . .
81,650
53,749
31,601
Cumulative effect of accounting change (net of
tax benefit of $20,000). . . . . . . . . . . . . . . . . .
-
(36,000)
-
Net earnings. . . . . . . . . . . . . . . . . . . . .. . .
$81,650
$17,749
$31,601
Per share:
Before accounting change. . . . . . . . . . . . .
Cumulative effect of change. . . . . . . . . . .
Net earnings. . . . . . . . . . . . . . . . . . . . . .
$1.40
-
$1.40
$ .93
(.62)
$ .31
$ .55
-
$ .55
Average common stock and common
equivalent shares outstanding. . . . . . . . . . . . .
58,326,572
57,793,672
57,444,552
The accompanying Notes to Consolidated Financial
Statements are an integral part of these statements.<PAGE>
DANAHER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
Year Ended December 31,
ASSETS
1994
1993
Current assets:
Cash and equivalents. . . . . . . . . . . . . . . . . . . . . . . . .
$1,978
$ 6,767
Trade accounts receivable, less allowance for doubtful
accounts of $11,638 and $8,043 . . . . . . . . . . . . . . . . .
193,364
135,445
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
142,390
107,569
Prepaid expenses and other. . . . . . . . . . . . . . . . . . . . . . . . .
50,955
27,982
Total current assets . . . . .. . . . . . . . . . . . . . . . . .
388,687
277,763
Property, plant and equipment, net.. . . . . . . . . . . . . . . . . .
273,076
235,666
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,523
21,477
Excess of cost over net assets of acquired companies, less
amortization of $61,487 and $51,722 . . . . . . . . . . . . . .
442,655
337,566
$1,134,941
$872,472
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current portion of debt . . . . . . . . . . . . . .
$68,771
$ 2,235
Trade accounts payable. . . . . . . . . . . . . . . . . . . . . . .
94,609
72,445
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . .
232,855
160,685
Total current liabilities. . . . . . . . . . . . . . . . . . . .
396,235
235,365
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . .
146,091
142,091
Long-term debt . . . . . . . . . . . . . . . . . . . . . .
116,515
131,350
Stockholders' equity:
Common stock, one cent par value; 125,000,000 shares
authorized; 63,198,208 and 61,800,328 issued;
58,295,002 and 56,897,122 outstanding. . . . . . . . . . . .
632
309
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . .
311,648
279,532
Cumulative foreign translation adjustment. . . . . . . . . . . . . .
590
(1,781)
Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . .
200,719
123,095
Treasury stock, at cost; 4,903,206 shares. . . . . . . . . . . . .
(37,489)
(37,489)
Total stockholders' equity. . . . . . . . . . . . . . . . . . .
476,100
363,666
$1,134,941
$872,472
The accompanying Notes to Consolidated Financial
Statements are an integral part of these balance
sheets.<PAGE>
DANAHER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
Year Ended December 31,
1994
1993
1992
Cash flows from operating activities:
Earnings before cumulative effect of accounting change. .
$81,650
$ 53,749
$ 31,601
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . .
44,554
40,884
37,105
Increase in accounts receivable. . . . . . . . . . . . . . . . . . . . .
(20,257)
(7,601)
(27,885)
(Increase) decrease in inventories . . . . . . . . . . . . . . . . ..
Increase (decrease) in accounts payable. . . . . . . . . . . . .. .
(1,328)
9,038
5,283
7,318
9,211
(734)
Change in other assets and liabilities. . . . . . . . . . . . . . . .. .
30,713
36,185
23,610
Total operating cash flows. . . . . . . . . . . . . . . . . .
144,370
135,818
72,908
Cash flows from investing activities:
Payments for additions to property, plant and equipment .
Proceeds from sales of property, plant and equipment. . . .
(54,543)
13,929
(40,335)
-
(33,924)
-
Investments in equity securities. . . . . . . . . . . . . . . . . . . . .
(22,032)
-
-
Cash paid for acquisitions. . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . .
(136,055)
(198,701)
(53,960)
(94,295)
(22,507)
(56,431)
Cash flows from financing activities:
Proceeds from issuance of common stock. . . . . . . . . . .
992
1,301
2,861
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,420)
(2,559)
-
Borrowings (repayments) of debt. . . . . . . . . . . . . . . . . . . .
51,701
(65,183)
(117,771)
Proceeds from notes payable. . . . . . . . . . . . . . . . . . . . . . .
-
30,000
100,000
Net cash provided by (used in) financing activities. . . .
49,273
(36,441)
(14,910)
Effect of exchange rate changes on cash. .. . . . . . . . . . . . .
269
(6)
120
Net change in cash and equivalents. . . . . . . . . . . . . . . . ..
(4,789)
5,076
1,687
Beginning balance of cash and equivalents. . . . . . . . . . . . .
6,767
1,691
4
Ending balance of cash and equivalents . . . . . . . . . . . . . . .
$ 1,978
$ 6,767
$ 1,691
Supplemental disclosures:
Cash interest payments. . . . . . . . . . . . . . . . . . . .
Cash income tax payments . . . . . . . . . . . . . . . . . . ..
$ 9,505
$ 65,837
$ 10,677
$ 37,331
$ 12,210
$ 20,218
The accompanying Notes to Consolidated Financial
Statements are an integral part of these statements.<PAGE>
DANAHER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands of dollars)
Common Stock
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Treasury
Stock
Cumulative
Foreign
Translation
Adjustment
Balance, January 1, 1992. . . . . . . . . . . .
Net earnings for the year. . . . . . . . . .
Common stock issued for options
exercised. . . . . . . . . . . . . . . . . . . . . .
Employee stock compensation . . . . .
Decrease from translation of foreign
financial statements. . . . . . . . . . . .
61,414,060
-
285,956
-
-
$307
-
1
-
-
$275,372
-
2,044
816
-
$77,157
31,601
-
-
-
$(37,489)
-
-
-
-
$3,905
-
-
-
(5,335)
Balance, December 31, 1992. . . . . . . . .
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
63,198,208
$632
$311,648
$200,719
$(37,489)
$590
The accompanying Notes to Consolidated Financial
Statements are an integral part of these statements.<PAGE>
(1) Summary of Significant Accounting Policies:
Principles of Consolidation - 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.
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 financing which are being amortized over the
term of the related debt. In 1994, approximately $16
million of equity securities were acquired and are
classified as available-for-sale securities. Cost
approximates fair market value for these securities.
There were no dispositions or unrealized gains or
losses in 1994.
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.
Other Expenses - Other expenses reflect the loss
on the sale of a non-strategic business unit.
Excess of Cost Over Net Assets of Acquired
Companies - This asset is being amortized on a
straight-line basis over forty years. $ 9,765,000,
$9,427,000 and $8,940,000 of amortization was charged
to expense for the years ended December 31, 1994, 1993,
and 1992, 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, and relects the stock split effective
January 20, 1995.
Acquisitions - 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. The purchase price allocations have been
completed on a preliminary basis, subject to adjustment
should new or additional facts about the business
become known.
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.
(2) Inventory:
The major classes of inventory are summarized as
follows (000's omitted):
December 31, 1994
December 31, 1993
Finished goods. . . . . . . . . . .
$71,293
$59,916
Work in process. . . . . . . . . .
33,668
19,900
Raw material . . . . . . . . . . . .
37,429
27,753
$142,390
$107,569
If the first-in, first-out (FIFO) method had been used
for inventories valued at LIFO cost, such inventories
would have been $12,679,000 and $11,448,000 higher at
December 31, 1994 and 1993, respectively.
(3) Property, Plant and Equipment:
The major classes of property, plant and equipment
are summarized as follows (000's omitted):
December 31, 1994
December 31, 1993
Land and improvements . . ..
$ 9,684
$ 7,268
Buildings . . . . . .. . . . . . . . .
84,424
72,772
Machinery and equipment. .
327,564
278,260
421,672
358,300
Less accumulated
depreciation..
(148,596)
(122,634)
Property, plant and
equipment..
$273,076
$235,666
<PAGE>
(4) Financing:
Financing consists of the following (000's
omitted):
December 31, 1994
December 31, 1993
Notes payable, due 2003. . .
$130,000
$130,000
Bank credit facility. . . . . . . .
-
-
Other . . . . . . . . . . . . . . . . . .
55,286
3,585
185,286
133,585
Less-currently payable. . . . .
68,771
2,235
$116,515
$131,350
The Notes had an original average life of
approximately 6.5 years and an average interest cost of
7.2%. Principal amortization begins in December 1995
and continues through April 2003. The estimated fair
value of the $130 million of Notes is $123 million as
of December 31, 1994.
Other includes principally short-term borrowings
under uncommitted lines of credit which are payable
upon demand. The carrying amount approximates fair
value.
The Company's bank credit facility provides for
revolving credit through August 1, 1997, of up to $200
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 .35%. The weighted average interest rate for
variable rate debt was 5.1%, 3.8% and 4.7% for each of
the three years ended December 31, 1994. Weighted
average borrowings under the bank facilities were
$2,986,000, $48,886,000, and $191,000,000 for the years
ended December 31, 1994, 1993 and 1992. Maximum
amounts outstanding for these years were $33,525,000,
$79,000,000 and $210,000,000 respectively. The Company
is charged a fee of .1% per annum on the unused portion
of the facility. Commitment fees of $258,000, $521,000
and $444,000 were incurred in 1994, 1993 and 1992.
The minimum principal payments, during the next
five years are as follows: 1995 - $68,771,000; 1996 -
$15,135,000; 1997 - $15,135,000; 1998 - $15,135,000;
1999 - $15,135,000 and $55,975,000 thereafter.
(5) Accrued Expenses and Other Liabilities:
Selected accrued expenses and other liabilities
include the following (000's omitted):
December 31, 1994
December 31, 1993
Employee compensation . . . . . . . . .
$42,481
$32,315
Insurance including self insurance . .
41,797
33,270
Post retirement benefits. . . . . . . . . .
60,897
58,186
Approximately $18 million of accrued expenses and
other liabilities were guaranteed by bank letters of
credit.
(6) Pension and Employee Benefit Plans:
The Company has noncontributory defined benefit
pension plans which cover certain of its domestic
hourly employees. 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)
1994
1993
1992
Service cost-benefits earned during the period. . . . . .
$1,209
$ 1,079
$ 823
Interest cost on projected benefit obligation. . . . . . . .
5,633
5,947
5,639
Actual (return) loss on plan assets . . . . . . . . . . . . . .
690
(9,079)
(4,287)
Net amortization and deferrals. . . . . . . . . . . . . . . . .
(7,119)
2,901
(1,450)
Net periodic pension cost. . . . . . . . . . . . . . . . . . . . .
$ 413
$ 848
$ 725
<PAGE>
The following sets forth the funded status of the
plans as of the most recent actuarial valuations (000's
omitted):
1994
1993
Assets Exceed
Accumulated
Benefits
Accumulated
Benefits
Exceed Assets
Assets Exceed
Accumulated
Benefits
Accumulated
Benefits
Exceed Assets
Actuarial present value of benefit obligations:
Vested benefit obligation. . . . . . . . . . . . . . . . . . .
Accumulated benefit obligation. . . . . . . . . . . . . .
$(15,459)
(15,696)
$(56,480)
(56,966)
$(26,469)
(26,982)
$(55,798)
(56,195)
Projected benefit obligation. . . . . . . . . . . . . . . . . . .
$(15,696)
$(56,966)
$(26,982)
$(56,195)
Fair value of plan assets (consisting of stocks, bonds
and temporary cash investments). . . . . . . . . . . . . . . .
16,781
53,776
30,455
46,626
Projected benefit obligation (in excess of) or less than
plan assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,085
(3,190)
3,473
(9,569)
Unrecognized net loss. . . . . . . . . . . . . . . . . . . . .
800
1,243
1,305
1,155
Unrecognized prior service cost. . . . . . . . . . . . . . . . .
640
1,019
151
1,737
Unrecognized net asset . . . . . . . . . . . . . . . . . . .. .
(975)
(1,218)
(1,509)
(1,014)
Pension (liability) prepaid recognized in the balance
sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,550
$(2,146)
$ 3,420
$(7,691)
The expected long-term rate of return on plan
assets was 10%. The discount rates used in determining
pension cost and benefit obligations was 7.25% at
January 1, 1994 and 8.5% at December 31, 1994.
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
$9,430,000, $8,898,000 and $8,161,000 for the years
ended December 31, 1994, 1993 and 1992, 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. The cost of retiree healthcare and life
insurance benefits was recognized as expense when
claims were paid through 1992. The cost of these
benefits was $3,731,000 for the year ended December 31,
1992.
As of January 1, 1993, the Company began providing
for post retirement benefits under the accrual method.
Post retirement benefits cost included the following
components (000's omitted):<PAGE>
1994
1993
Service cost . . . . . . . . . . . . . . . . . . . . . . .
$ 256
$ 222
Interest cost . . . . . . . . . . . . . . . . . . . . .
3,995
4,566
Net amortization and deferrals. . . . . . . . .
-
-
$4,251
$4,788
The following sets forth the program's funded
status (000's omitted):
December 31, 1994
December 31, 1993
Accumulated Post Retirement
Benefit Obligation (APBO);
Retirees. . . . . . . . . . . . . . . . . . . ..
Fully eligible active participants. . . .
Other active participants. . . . . . . . . . .
$40,419
6,733
4,205
$51,402
7,771
4,231
Total APBO
51,357
63,404
Net Gains (Losses)
9,540
(5,218)
Plan assets
-
-
Accrued Liability
$60,897
$58,186
A 12% annual rate of increase in per capita costs
of covered healthcare benefits was assumed for 1994,
decreasing to 6% by 2002. A 1% increase in the assumed
cost trend assumption would increase the APBO by $4.3
million and would have increased 1994 costs by
approximately $400,000. A discount rate of 7.25% was
used as of January 1, 1994. A discount rate of 8.5%
was used to determine the APBO as of December 31, 1994.
(7) Stock Transactions:
In 1987, the Company 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.
The common stock of the Company was split two-for-
one to holders of record as of December 16, 1994. All
common stock and per share amounts have been restated
to reflect the stock split for all periods presented.
<PAGE>
Changes in stock options were as follows:
Number of Shares
Under Option
Outstanding at January 1, 1992
2,168,176
Granted (average $10.06 per share)
460,800
Exercised (average $5.28 per share)
(285,956)
Cancelled
(177,844)
Outstanding at December 31, 1992
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
As of December 31, 1994, options covering
1,583,802 shares are exercisable at $3.81 to $18.25 per
share.
(8) 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
$15,480,000 in 1995, $12,267,000 in 1996, $9,857,000 in
1997, $8,261,000 in 1998, and $6,023,000 in 1999.
Total rent expense charged to income for all operating
leases was $10,806,000, $11,842,000, and $14,920,000
for the years ended December 31, 1994, 1993, and 1992,
respectively.
(9) Litigation and Contingencies:
A former subsidiary of the Company is engaged in
litigation in six 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 six 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.
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.
(10) Income Taxes:
The provision for income taxes for the years ended
December 31 consists of the following (000's omitted):
1994
1993
1992
Federal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$45,563
$31,640
$21,025
State and local.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,100
4,200
2,100
Foreign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,210
1,500
1,975
$54,873
$37,340
$25,100
Income tax expense currently payable was
$70,865,000, $46,140,000 and $26,800,000 for the years
ended December 31, 1994, 1993 and 1992, 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):
<PAGE>
1994
1993
Bad debt allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 4,100
$ 2,900
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,700
600
Property, plant and equipment . . . . . . . . . . . . . . . . . . . .
(20,900)
(23,500)
Post retirement benefits. . . . . . . . . . . . . . . . . . . . . . . .. .
21,300
20,400
Other accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46,700
36,500
All other accounts . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,500
1,900
Operating loss carryforwards . . . . . . . . . . . . . . . . . . .
800
1,000
Capital loss carryforwards. . . . . . . . . . . . . . . . . . . . . .
1,300
7,000
Gross deferred tax asset. . . . . . . .. . . . . . . . . . . . . . . .
56,500
46,800
Valuation allowances. .. . . . . . . . . . . . . . . . . . . . . . . .
(2,100)
(8,000)
Net deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . .
$54,400
$ 38,800
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
1994
1993
1992
Statutory Federal income tax rate. . . . . . . . . . . . . . . . . . . .
35.0
%
35.0
%
34.0
%
Increase (decrease) in tax rate resulting from:
Permanent differences in amortization of certain assets
for tax and financial reporting purposes. . . . . . . . . . . . . .
2.8
3.7
5.6
State income taxes (net of Federal income tax benefit). . . . .
2.9
3.0
2.4
Business disposition. . . . . . . . . . . . . . . . . . . . . . . . .
-
-
1.9
Taxes on foreign earnings. . . . . . . . . . . . . . . . . . . . .
(0.5)
(0.7)
0.4
Effective income tax rate. . .. . . . . . . . . . . . . . . . . . . .
40.2
%
41.0
%
44.3
%
(11) Segment Data:
As of December 31, 1994 the Company operated
within three major business segments: Tools,
Process/Environmental Controls and Transportation. The
Tools segment has a customer which accounted for
approximately 17%, 18% and 18% of sales in 1994, 1993
and 1992, respectively. <PAGE>
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,
1994
1993
1992
Total Revenues:
Tools
Process/Environmental Controls
Transportation
Other
$ 581,610
303,984
403,090
-
$1,288,684
$ 502,130
244,400
327,110
1,889
$1,075,529
$462,207
209,718
282,175
1,418
$955,518
Operating Profit:
Tools
Process/Environmental Controls
Transportation
Other
$ 58,867
56,632
44,005
(13,668)
$ 145,836
$ 47,552
42,781
23,267
(12,166)
$ 101,434
$ 33,696
32,189
15,667
(13,987)
$ 67,565
Identifiable Assets:
Tools
Process/Environmental Controls
Transportation
Other
$ 533,487
340,952
237,499
23,003
$1,134,941
$ 394,969
240,712
236,072
719
$ 872,472
$ 371,938
181,605
215,248
1,024
$ 769,815
Depreciation and Amortization:
Tools
Process/Environmental Controls
Transportation
Other
$ 20,664
10,334
13,556
-
$ 44,554
$ 19,409
8,835
12,640
-
$ 40,884
$ 18,762
6,358
11,565
420
$ 37,105
Capital Expenditures:
Tools
Process/Environmental Controls
Transportation
$ 27,366
8,348
18,829
$ 19,891
5,242
15,202
$ 20,828
6,079
7,017
$ 54,543
$ 40,335
$ 33,924
<PAGE>
Operations in Geographical Areas -
Year Ended December 31,
1994
1993
1992
Total Revenues:
United States. . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .
$1,179,408
77,126
32,150
$1,288,684
$ 992,163
52,195
31,171
$1,075,529
$856,646
68,786
30,086
$955,518
Operating Profit:
United States. . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 136,998
7,179
1,659
$ 145,836
$ 95,583
3,568
2,283
$ 101,434
$ 64,389
2,502
674
$ 67,565
Identifiable Assets:
United States. . . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,059,121
62,833
12,987
$1,134,941
$ 806,599
51,246
14,627
$ 872,472
$696,054
61,499
12,262
$769,815
Export sales were approximately $91 million, $75
million and $60 million for the years ended December
31, 1994, 1993 and 1992.
(12) Quarterly Data-Unaudited (000's omitted except
per share data)
1994
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Net revenues. . . . . . . . . . . . . . . . . . . . . . . . .
$289,153
$318,082
$326,386
$355,063
Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . .
75,699
87,617
94,375
96,661
Operating profit. . . . . . . . . . . . . . . . . . . . . . .
27,056
35,032
40,777
42,971
Net earnings. . . . . . . . . . . . . . . . . . . . . . . . . .
14,528
19,266
23,098
24,758
Earnings per share. . . . . . . . . . . .. . . . . . . . . .
$ .25
$ .33
$ .40
$ .42
<PAGE>
1993
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Net revenues. . . . . . . . . . . . . . . . . . . .
$ 248,384
$ 258,902
$ 281,017
$ 287,226
Gross profit. . . . . . . . . . . . . . . . . . . . .
63,899
68,795
74,222
74,754
Operating profit. . . . . . . . . . . . . . . . . .
19,909
24,903
27,653
28,969
Earnings before accounting change. . . . . . . . . .
10,085
12,795
14,468
16,401
Cumulative effect of accounting change. . . . . ..
(36,000)
-
-
-
Net earnings. . . . . . . . . . . . . . . . . . . . . .
(25,915)
12,795
14,468
16,401
Per Share:
Before Accounting change. . . . . . . . . . . . .
Cumulative effect of accounting change. .
$ .17
(.62)
$ .22
-
$ .25
-
$ .28
-
Net earnings. . . . . . . . . . . . . . . . . . . . .
$ (.45)
$ .22
$ .25
$ .28
<PAGE>
Danaher Corporation and Subsidiaries
Operating Executives
Danaher Controls
James W. Appelgren
President
Fayet te Tubular
Prod ucts, Inc.
Georg e Mach
Presi dent
A.L. Hyde Company
Richa rd L. Garthwaite
Presi dent
Iseli Company
Oege Luiting
Presi dent
Jacob s Vehicle Equip-
ment Company
Grego ry T.H. Davies
Presi dent
Jacob s Chuck Manu-
fact uring Company
Denni s D. Claramunt
Presi dent
Matco Tools
Corpo ration /
Henne ssy Industries,
Inc.
Patri ck W. Allender
Actin g President
Partl ow Corporation/
Ande rson Instrument
Comp any
Lawre nce C. Curtis
Presi dent
Quali trol Corporation
Alex A. Joseph
Presi dent
Delta Consolidated
Indus tries
Marku s Isenrich
Presi dent
Hengs tler Industries
Udo S tingl
Presi dent
Veede r-Root Company
H. La wrence Culp, Jr.
Presi dent
Danah er Tool Group
Profe ssional Tools
Divis ion
Frank A. Feraco
Presi dent
Danah er Tool Group
Speci al Markets
Divis ion
Thoma s Sulentic
Presi dent
Gulto n-Graphic
Instr uments
Willi am Brewster
Presi dent
West Instruments,
Ltd.
Phili p R. Sheridan
Manag ing Director
Offic ers and Senior
Exec utives
Georg e M. Sherman
Presi dent and Chief
Execu tive Officer
Patri ck W. Allender
Senio r Vice President
Chief Financial
Offic er and Secretary
C. Sc ott Brannan
Vice President -
Admin istration and
Contr oller
Denni s D. Claramunt
Vice Presient and
Group Executive
James H. Ditkoff
Vice President -
Finan ce & Tax
John P. Watson
Vice President and
Group Executive
Direc tors
Morti mer M. Caplin
Partn er
Capli n & Drysdale
Donal d J. Ehrlich
Presi dent
Wabas h National Corp.
Walte r G. Lohr, Jr.
Partn er
Hogan & Hartson
Mitch ell P. Rales
Partn er
Equit y Group Holdings
Chair man of the Exec-
utive Committee
Danah er Corporation
Steve n M. Rales
Partn er
Equit y Group Holdings
Chair man of the Board
Danah er Corporation
Georg e M. Sherman
Presi dent and Chief
Execu tive Officer
Danah er Corporation
A. Em met Stephenson,
Jr.
Presi dent
Steph enson and
Compa ny
<PAGE>
Auditors
Arthur And ersen LLP
Washington , D.C.
Shareholde rs' Information
Shareholde r requests for information or
assistance , please write or call our
corporate office.
Danaher Co rporation
c/o Invest or Relations
1250 24th Street, N.W. Suite 800
Washington , D.C. 20037
(202) 828- 0850
Stock List ing
Symbol: DH R
New York a nd Pacific Stock Exchanges
Transfer A gent
Mellon Sec urities Trust Company
Pittsburgh , Pennsylvania
Form 10-K
A copy of the Annual Report to the Secu-
rities and Exchange Commission on Form
10-K may b e obtained by writing to
Danaher Co rporation
MARKET PRI CES OF COMMON STOCK
1994
1993
High
Low
High
Low
First Quarter . . . . . . . . .. . . . . . . . . .
20 1/4
18
14 11/16
12 1/16
Second Quarter . . . . . . . . . . . . . . . . .
21 7/8
18 5/16
16 5/8
13 3/8
Third Quarter. . . . . . . . . . . . . . . . .
23 1/2
20 15/16
18 3/8
14 7/8
Fourth Quarter. . . . . . . . . . . . . . . . .
26 9/16
21 5/8
19 5/8
16 1/8
High and low per share data are as quoted on the New
York Stock Exchange, adjusted for the stock split.
Danaher Corporation and Subsidiaries
Exhibit to 1994 Annual Report on Form 10K
(22) Subsidiaries of Registrant
STATE OR DOING
JURISDICTION 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 Armstrong Realty Company Illinois -
7 Diversified Mortgage
Investors, Inc. Florida -
8 DMG Services, Inc. Florida -
9 Point Aquarius Corporation Texas -
10 SCH Management Corp. New York -
11 Sleepy Hollow Holding
Corporation New York -
12 Utica Holding Company Delaware -
13 Ten Rociada Corporation New Mexico -
14 Twelve Weed Corporation California -
15 DH Holdings Corp. Delaware -
16 Easco Hand Tools Inc. Delaware Danaher Tool
Group
17 Hand Tool Design Corporation Delaware -
18 KD Tools of Puerto Rico, Inc. Delaware -
19 KD Tools of Canada, Inc. Canada -
20 Beamco, Inc. Wisconsin -
21 Old Tide Corp. Califonia -
22 Dynapar Corporation Illinois Danaher
Controls
23 Encoders Incorporated Delaware -
24 DISC Leasing Delaware -
25 FTP, Inc. Delaware -
26 Paragon Technologies, Inc. Delaware -
27 Fayette Tubular Products, Inc. Ohio -
28 Automotive Fluid Systems Company Delaware -
29 Michigan Special Products
Company Delaware -
30 Hennessy Industries Inc. Delaware Hennessy/Ammco
31 Service Station Products
Company Delaware -
32 Hennessy Industries Canada Inc. Canada -
33 Ammco Tools Inc. Illinois Hennessy/Ammco
34 Wheel Service Equipment
Corporation Delaware -
35 Hennessy Industries Australia Australia -
36 Jacobs Vehicle Equipment Company Delaware -
37 Diesal Engine Retarders, Inc. Delaware -
38 Jacobs Chuck Manufacturing
Company Delaware -
39 Jacobs Japan Inc. Delaware -
40 Power Tool Holders Incorporated Delaware -
41 Danaher Tool Group Holdings Ltd.
(37% Holo-Krome Co.) U.K. -
42 Jacobs Manufacturing Co. Ltd. U.K. -
43 Holo-Krome Ltd. U.K. -
44 FTP Europe Ltd. U.K. -
45 Matco Tools Corporation New Jersey -
46 Chicago Pneumatic Tool Company
West Germany Delaware -
47 Chicago Pneumatic World Trade
Corp. Delaware -
48 Mechanics Custom Tools
Corporation Delaware -
49 B.V. Chicago Pneumatick Netherlands -
50 NMTC, Inc. Delaware Matco Tools
Corporation
51 Qualitrol Corporation New York -
52 Power Transformer Controls
Company Delaware -
53 Qualitrol Canada Canada -
54 Qualitrol GmbH Germany -
55 Hengstler Verwaltungsgesell-
schaft GmbH Germany -
56 Hengstler GmbH Germany -
57 Hengstler Systemtechnik GmbH Germany -
58 Hengstler Bauelement GmbH Germany -
59 Hengstler Feinwerktechnik GmbH Germany -
60 Hengstler Japan Corp. Japan -
61 Hengstler Controle Numerique
SARL France -
62 SCI Hengstler France -
63 Hengstler Italia SRL Italy -
64 Hengstler Espana SA Spain -
65 Hengstler Canada Inc. Canada -
66 Hengstler Belgium SPRL Belgium -
67 Hengstler Nederland BV Netherlands -
68 Hengstler Tid och Passage AB Sweden -
69 The Partlow Corporation New York Partlow/
Anderson
70 Time & Temperature Controls
Corp. Delaware -
71 Anderson Instrument Company New York Partlow/
Anderson
72 Flow Measurement Corporation Delaware -
73 Western Pacific Industries Delaware Iseli Company
74 Swiss Precision Parts Corp. Delaware -
75 A.L. Hyde Company Delaware -
76 Extrusions Plastics, Inc. Delaware -
77 World Plastic Extruders, Inc. New York -
78 Holo-Krome Company Delaware Danaher Tool
Group
79 The Allen Manufacturing Company Delaware Danaher Tool
Group
80 Industrial Fasteners Inc. Delaware -
81 Holo-Krome Uniform Fasteners Inc.California -
82 Holo-Krome Australia Australia -
83 Quality Wire Inc. Delaware Danaher Tool
Group
84 Veeder-Root Company Delaware -
85 Petroleum Industry Controls, Inc.Delaware -
86 Veeder-Root of N.C. Inc. Delaware Danaher
Controls
87 Eagle Acquisition Company Delaware Danaher
Controls
88 Veeder-Root do Brazil Brazil -
89 Veeder-Root Canada Ltd. Canada -
90 Veeder-Root GmbH Germany -
91 Veeder-Root Australia Australia -
92 Veeder-Root SARL France -
93 Launchchange Limited U.K. -
94 West Instruments Ltd. U.K. -
95 Veeder-Root Ltd. U.K. -
96 Veeder-Root Environmental
Systems Ltd. U.K. -
97 Gwendolene Holdings Ltd. U.K. -
98 Qualitrol Ltd. U.K. -
99 CGF Automation Ltd. U.K. -
100 Contents Measuring Systems
Limited U.K. -
101 Hengstler Industries Ltd. U.K. -
102 Hengstler Great Britain Ltd. U.K. -
103 Hengstler Flexitime Ltd. U.K. -
104 Hengstler Leasing Ltd. U.K. -
105 GID Acquisition Companu Delaware GID Instruments
106 Data Recorders Incorporated Delaware -
107 LFE Acquisition Company Delaware LFE Instruments
108 Middle Road Company Delaware -
109 Chillicothe Road Company Delaware -
110 CEI Acquisition Company Delaware Veeder-Root
Company
111 Warrick Controls, Inc. Delaware -
112 Danaher Finance Company Delaware -
113 Normandy Court Company Delaware -
114 Houma Realty Company Delaware -
115 Commercial Avenue Company Delaware -
116 JS Technology, Inc. Delaware -
117 DCI Consolidated Industries,
Inc. Delaware -
118 Delta Consolidated Industries,
Inc. Arkansas -
119 Truck Storage Incorporated Delaware -
120 Hecon Industries Inc. New Jersey -
121 Hecon Properties New Jersey -
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 20, 1995
