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NYSEDHR
Danaher Corporation Reports Record Fourth Quarter and 2002 Results
PRNewswire-FirstCall
WASHINGTON

Danaher Corporation announced today results for the fourth quarter and year ended December 31, 2002. Net earnings for the fourth quarter of 2002, excluding the effect of unusual items, were $124.4 million, or $0.79 per diluted share, a 27% increase over 2001. Excluding the effect of unusual items, net earnings for the 2001 fourth quarter were $92.3 million, or $0.62 per diluted share. Net earnings for the fourth quarter of 2002 including the impact of all unusual items were $161.7 million, or $1.03 per diluted share, compared with $33.1 million, or $0.23 per diluted share for the fourth quarter of 2001. As indicated in the reconciliation presented below, the unusual items affecting the fourth quarter of 2002 include benefits resulting from unused reserves associated with the restructuring program announced in the fourth quarter of 2001, a lower effective income tax rate and the reduction of income tax reserves related to a previously discontinued operation. The unusual items affecting the fourth quarter 2001 net earnings included the costs associated with the restructuring program announced in the quarter as well as the effect of goodwill amortization which was required prior to the Company's adoption of Statement of Financial Accounting Standard No. 142 (SFAS 142) as of January 1, 2002. Sales for the 2002 fourth quarter were $1,275.0 million compared to $918.9 million for the fourth quarter of 2001, an increase of 39%.

For the full year 2002, net earnings excluding the effect of unusual items were $426.1 million, or $2.74 per diluted share. Excluding the effect of unusual items, earnings for the full year 2001 were $396.1 million, or $2.66 per diluted share. Net earnings for 2002 including the effect of all unusual items were $290.4 million, or $1.88 per diluted share (which includes a charge of $1.10 per share related to a change in accounting), compared with $297.7 million, or $2.01 per diluted share for the fourth quarter of 2001. Consistent with the fourth quarter, the unusual items impacting the full year 2002 included benefits resulting from unused reserves associated with the restructuring program announced in the fourth quarter of 2001, the reduction of income tax reserves related to a previously discontinued operation as well as gains on the sale of real estate. Net earnings for 2002 were negatively impacted by a goodwill impairment charge totaling $173.8 million ($1.10 per diluted share) related to the adoption of SFAS 142. The unusual items affecting the full year 2001 net earnings included the negative effects of accruing the costs associated with the restructuring program announced in 2001 as well as the impact of goodwill amortization that ceased upon the Company's adoption of SFAS 142 as of January 1, 2002. Sales for 2002 were $4.577 billion compared to $3.782 billion in 2001, an increase of 21%.

H. Lawrence Culp, Jr., President and Chief Executive Officer, stated, "We are pleased to report record fourth quarter and full year results. Total sales for the quarter grew 39%, due primarily to new acquisitions, but also due to a 3.5% core volume increase. Strong gains in our process/environmental controls segment, particularly in the electronic test and motion product lines, offset a slight decline in the tools and components segment. We have again achieved record cash flow with 2002 operating cash flow totaling $710.3 million, a 17% increase over the 2001 level of $608.5 million. Although signs of a near term economic recovery are mixed, we remain optimistic regarding our ability to outperform in 2003."

Danaher Corporation is a leading manufacturer of Process/Environmental Controls and Tools and Components. (http://www.danaher.com/ )

  SUPPLEMENTAL INCOME STATEMENT DATA
  (in thousands, except per share amounts)

                                         Quarter Ended         Year Ended

                                      12/31/02  12/31/01  12/31/02  12/31/01

  Net earnings before unusual items    $124,443  $92,346  $426,061  396,143

   Gains on sale of real estate, net
    of tax                                  609       --     3,940       --
   Effect of lower tax rate on prior
    quarters (A)                          2,520       --        --       --
   After-tax impact of restructuring
    charge                                4,140  (43,500)    4,140  (43,500)
   Goodwill amortization, net of tax         --  (15,734)       --  (54,978)
   Reduction of tax reserves related to
    previously discontinued operation    30,000       --    30,000       --
   Effect of accounting change, net of
    tax, SFAS 142                            --       --  (173,750)      --


  Net earnings                         $161,712  $33,112  $290,391 $297,665

  Diluted net earnings per share before
   unusual items                          $0.79    $0.62     $2.74    $2.66

   Gains on sale of real estate, net of
    tax                                      --       --      0.02       --
   Effect of lower tax rate on prior
    quarters (A)                           0.02       --        --       --
   After-tax impact of restructuring
    charge                                 0.03    (0.29)     0.03    (0.29)
   Goodwill amortization, net of tax         --    (0.10)       --    (0.36)
   Reduction of tax reserves related to
    previously discontinued operation      0.19       --      0.19       --
   Effect of accounting change, net of
    tax, SFAS 142                            --       --     (1.10)      --

  Diluted net earnings per share          $1.03    $0.23     $1.88    $2.01

   (A) Represents the effect on the fourth quarter of lowering the full year
       effective income tax rate to 34% from 34.5% used during the first
       three quarters of 2002.

Statements in this release, including the attachments to this release, that are not strictly historical may be forward-looking statements, which involve risks and uncertainties. These include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others, as set forth in the company's SEC filings.

                   DANAHER CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF EARNINGS
                 (in thousands, except per share amounts)

                                    Quarter Ended           Year Ended

                                  12/31/02  12/31/01    12/31/02  12/31/01

  Net sales                     $1,274,978  $918,932  $4,577,232 $3,782,444
  Cost of sales                    769,435   580,699   2,791,175  2,338,027
  Selling, general and
   administrative                  305,872   209,167   1,097,365    872,680
  Gains on sale of real estate        (952)       --      (6,157)        --
  Restructuring expenses            (6,273)   69,726      (6,273)    69,726

    Total operating expenses     1,068,082   859,592   3,876,110  3,280,433

  Operating profit                 206,896    59,340     701,122    502,011

  Interest expense, net             11,151     6,362      43,654     25,747

  Earnings before income taxes     195,745    52,978     657,468    476,264

  Income taxes                      64,033    19,866     223,327    178,599

  Net earnings before effect of
   accounting change and reduction
   of income tax reserves          131,712    33,112     434,141    297,665

  Reduction of income tax reserves
   related to previously
   discontinued operation           30,000        --      30,000         --

  Effect of accounting change, net
   of tax, adoption of SFAS No. 142     --        --    (173,750)        --

  Net earnings                    $161,712   $33,112    $290,391   $297,665

  Basic net earnings per share:
   Net earnings before effect of
    accounting change and reduction
    of income tax reserves           $0.87     $0.23       $2.89      $2.07
   Add:  Reduction of income tax
    reserves                          0.20        --        0.20         --
   Less:  Effect of accounting
    change                              --        --       (1.16)        --
   Net earnings                      $1.07     $0.23       $1.93      $2.07
  Diluted net earnings per share:
   Net earnings before effect of
    accounting change and reduction
    of income tax reserves           $0.84     $0.23       $2.79      $2.01
   Add:  Reduction of income tax
    reserves                          0.19        --        0.19         --
   Less:  Effect of accounting
    change                              --        --       (1.10)        --
   Net earnings                      $1.03     $0.23       $1.88      $2.01
  Average common stock and common
   equivalent shares outstanding:
    Basic                          152,607   143,794     150,224    143,630
    Diluted                        160,328   152,088     158,482    151,848

These statements are presented for reference only. The final audited statements will include footnotes, which should be referenced when available, to more fully understand the contents of these statements.

                   DANAHER CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                              (in thousands)

                                                      As of December 31,

  ASSETS
                                                    2002            2001

  Current assets:
  Cash and equivalents                            $810,463        $706,559

  Trade accounts receivable, less
   allowance for doubtful  accounts of
   $64,000 and $44,000                             759,028         585,318

  Inventories                                      485,587         408,236

  Prepaid expenses and other                       332,188         174,502

    Total current assets                         2,387,266       1,874,615

  Property, plant and equipment, net               597,379         533,572

  Other assets                                      36,796         119,639

  Goodwill and other intangible assets           3,007,704       2,292,657

                                                $6,029,145      $4,820,483


  LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities:
  Notes payable and current portion of
   long- term debt                                $112,542         $72,356

  Trade accounts payable                           366,587         235,501

  Accrued expenses                                 786,183         709,437

    Total current liabilities                    1,265,312       1,017,294

  Other liabilities                                556,812         455,270

  Long-term debt                                 1,197,422       1,119,333

  Stockholders' equity:
    Common stock, one cent par value; 500,000
    shares authorized; 166,545 and 157,327
    issued; 152,532 and 143,314 outstanding          1,665           1,573

  Additional paid-in capital                       915,562         375,279

  Accumulated other comprehensive income          (105,973)        (69,736)

  Retained earnings                              2,198,345       1,921,470

    Total stockholders' equity                   3,009,599       2,228,586

                                                $6,029,145      $4,820,483

These statements are presented for reference only. The final audited statements will include footnotes, which should be referenced when available, to more fully understand the contents of these statements.

                   DANAHER CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (in thousands)

                                                        Year Ended

                                              12/31/02  12/31/01  12/31/00

  Cash flows from operating activities:
  Net earnings                               $290,391   $297,665  $324,213

  Reduction of income tax reserves            (30,000)        --        --
  Effect of change in accounting
   principle                                  173,750         --        --
                                              434,141    297,665   324,213

  Depreciation and amortization               129,565    178,390   149,721
  Change in trade accounts receivable          59,030    142,308   (15,926)
  Change in inventories                        77,544     66,833   (38,451)
  Change in accounts payable                   54,008    (38,138)      (81)
  Change in prepaid expenses and other
   assets                                     (71,536)   (62,641)  (78,599)
  Change in accrued expenses and other
   liabilities                                 27,595     24,054   171,368
     Total operating cash flows               710,347    608,471   512,245

  Cash flows from investing activities:
  Payments for additions to property,
   plant and equipment                        (65,430)   (84,457) (103,718)
  Proceeds from disposals of property,
   plant and equipment                         26,466      3,872    15,215
  Cash paid for acquisitions               (1,158,129)  (439,814) (708,594)
  Proceeds from divestitures                   52,562     32,826     1,800
     Net cash used in investing activities (1,144,531)  (487,573) (795,297)

  Cash flows from financing activities:
  Proceeds from issuance of common stock      512,105     28,169    26,580
  Dividends paid                              (13,516)   (11,676)  (10,015)
  Proceeds from debt borrowings                37,528    517,564   340,409
  Debt repayments                             (19,820)  (107,048)  (74,319)
  Purchase of treasury stock                       --    (17,299)  (82,174)
     Net cash provided by financing
      activities                              516,297    409,710   200,481

  Effect of exchange rate changes on cash      21,791       (973)     (786)
  Net change in cash and equivalents          103,904    529,635   (83,357)
  Beginning balance of cash and
   equivalents                                706,559    176,924   260,281
  Ending balance of cash and equivalents     $810,463   $706,559  $176,924

These statements are presented for reference only. The final audited statements will include footnotes, which should be referenced when available, to more fully understand the contents of these statements.

                   DANAHER CORPORATION AND SUBSIDIARIES
                     SUPPLEMENTAL SEGMENT INFORMATION
                       Year Ended December 31, 2002
                              (in thousands)

                       1Q          2Q         3Q          4Q       Full Year
  Sales:

   Process/
    Environmental
    Controls       $734,229    $843,527    $840,222    $967,176  $3,385,154

   Tools and
    Components      269,978     302,799     311,499     307,802   1,192,078

      Total      $1,004,207  $1,146,326  $1,151,721  $1,274,978  $4,577,232


  Operating Margins before
  Restructuring Impact:

   Process/
    Environmental
    Controls       $107,444    $130,228    $139,932    $158,148    $535,752

   Tools and
    Components       34,780      45,453      51,723      47,835     179,791

   Other             (5,003)     (6,106)     (4,225)     (5,360)    (20,694)

      Total        $137,221    $169,575    $187,430    $200,623    $694,849

   Process/
    Environmental
    Controls         14.6 %      15.4 %      16.7 %      16.4 %      15.8 %

   Tools and
    Components       12.9 %      15.0 %      16.6 %      15.5 %      15.1 %

      Total          13.7 %      14.8 %      16.3 %      15.7 %      15.2 %

  Operating Margins after
  Restructuring Impact:

   Process/
    Environmental
    Controls       $107,444    $130,228    $139,932    $162,853    $540,457

   Tools and
    Components       34,780      45,453      51,723      49,403     181,359

   Other             (5,003)     (6,106)     (4,225)     (5,360)    (20,694)

      Total        $137,221    $169,575    $187,430    $206,896    $701,122

   Process/
    Environmental
    Controls         14.6 %      15.4 %      16.7 %      16.8 %      16.0 %

   Tools and
    Components       12.9 %      15.0 %      16.6 %      16.1 %      15.2 %

      Total          13.7 %      14.8 %      16.3 %      16.2 %      15.3 %

This information is presented for reference only. Final audited financial statements will include footnotes, which should be referenced when available, to more fully understand the contents of this information.

SOURCE: Danaher Corporation

CONTACT: Patrick Allender, Chief Financial Officer of Danaher
Corporation, +1-202-828-0850