8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 17, 2003

DANAHER CORPORATION

(Exact name of registrant as specified in charter)

Delaware (State or other jurisdiction of incorporation) 001-08089 (Commission File Number) 59-1995548 (IRS Employer Identification No.)

2099 Pennsylvania Avenue, N.W.

Washington, D.C. 20006-1813

(Address of Principal Executive Offices and Zip Code)

(202) 828-0850

(Registrant’s telephone Number, including area code)

Not applicable

(Former name or former address, if changed since last report)

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits – The following exhibit is provided as part of the information furnished under Item 9 and Item 12 of this Current Report on Form 8-K:

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

ITEM 9.    REGULATION FD DISCLOSURE.

On April 17, 2003, Danaher Corporation issued a press release announcing earnings for the quarter ended March 28, 2003. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. This Current Report on Form 8-K and the press release attached hereto are being furnished by Danaher pursuant to Item 9 and Item 12 of Form 8-K.

SIGNATURE

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

DANAHER CORPORATION
By:	/s/    PATRICK W. ALLENDER
	Name:	Patrick W. Allender
	Title:	Executive Vice President - Chief Financial Officer and Secretary

Dated: April 16, 2003

Exhibit Index

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

EX-99.1

Exhibit 99.1

DANAHER CORPORATION

2099 PENNSYLVANIA AVENUE, N.W.

12^TH FLOOR

WASHINGTON, D.C. 20006

TELEPHONE (202)-828-0850 FAX (202)-828-0860

FOR IMMEDIATE RELEASE	CONTACT: Patrick Allender
	Chief Financial Officer
	(202) 828-0850

DANAHER CORPORATION ANNOUNCES RECORD

FIRST QUARTER RESULTS

WASHINGTON, D.C., April 17, 2003 — Danaher Corporation (NYSE:DHR) announced today that net earnings for its first quarter ended March 28, 2003 were $103.1 million, 25% higher than its 2002 first quarter net earnings, before the effect of a change in accounting principle, of $82.7 million. Diluted earnings per share for the 2003 first quarter were $0.65, an 18% increase over the comparable $0.55 for the 2002 first quarter. The net loss for the 2002 first quarter, after the effect of the accounting change, was $91.0 million, or $0.58 per diluted share. Sales for the 2003 first quarter were $1,196.2 million, 19% higher than the $1,004.2 million reported for the 2002 first quarter.

H. Lawrence Culp, Jr., President and Chief Executive Officer, stated, “We are pleased to report record first quarter 2003 earnings. Record sales were driven by acquisition growth of 15% and core volume growth of 1%. Currency gains added approximately 3% to sales. Organic growth in our Process/Environmental Controls segment, in particular in our Motion business, offset the expected decline in the Tools and Components segment. Our operating cash flow of $214 million was more than twice net income. We are pleased with our performance through this period of uncertainty but we remain cautious regarding the economic challenges that persist. Nevertheless, we remain confident in our ability to deliver positive results for the balance of the year. “

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

Statements in this release that are not strictly historical may be “forward-looking” statements, which involve risks and uncertainties. These include risks and uncertainties relating to customer and supplier relationships and prices, competition, market demand, litigation and other contingent liabilities, the integration and operation of acquired businesses, and economic, political, governmental and technological factors affecting the Company’s operations, markets, products, services and prices, among others, as set forth in the Company’s SEC filings.

DANAHER CORPORATION

Results of Operations

(thousands, except per share amounts)

(unaudited)

	Three Months Ended
	March 28, 2003			March 29, 2002
Sales	$	1,196,215		$	1,004,207
Operating costs and expenses:
Cost of sales		728,816			628,184
Selling, general and administrative expenses		301,181			238,802
Gain on sale of real estate		(775	)		—
Total operating expenses		1,029,222			866,986
Operating profit		166,993			137,221
Interest expense, net		11,916			10,908
Earnings before income taxes and effect of accounting change		155,077			126,313
Income taxes		51,951			43,578
Net earnings, before effect of accounting change		103,126			82,735
Effect of accounting change, net of tax		—			(173,750	)
Net earnings (loss)	$	103,126		$	(91,015	)
Basic earnings (loss) per share:
Net earnings before effect of accounting change	$	.67		$	.57
Less: Effect of accounting change		—			(1.20	)
Net earnings (loss)	$	.67		$	(.63	)
Diluted net earnings (loss) per share:
Net earnings before effect of accounting change	$	.65		$	.55
Less: Effect of accounting change		—			(1.13	)
Net earnings (loss)	$	.65		$	(.58	)
Average common stock and common equivalent shares outstanding
Basic		152,877			145,173
Diluted		160,667			153,942

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

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