Form 11-K
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 26, 2006 and the period December 27, 2006 through December 31, 2006

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-8089

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Danaher Corporation & Subsidiaries Savings Plan

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Danaher Corporation

2099 Pennsylvania Avenue, N.W., 12th Floor

Washington, D.C. 20006-1813

(202) 828-0850

 



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DANAHER CORPORATION & SUBSIDIARIES SAVINGS PLAN

Audited Financial Statements and Supplemental Schedules

As of December 31, 2006 and December 26, 2006 and 2005 and for the period December 27, 2006 through December 31, 2006 and the year ended December 26, 2006 with Report of Independent Registered Public Accounting Firm.


Table of Contents

Danaher Corporation & Subsidiaries Savings Plan

Audited Financial Statements and Supplemental Schedule

As of December 31, 2006 and December 26, 2006 and 2005 and for the period December 27, 2006

through December 31, 2006 and the year ended December 26, 2006

Contents

 

Report of Independent Registered Public Accounting Firm

   1

Audited Financial Statements

  

Statements of Net Assets Available for Benefits

   3

Statements of Changes in Net Assets Available for Benefits

   4

Notes to Financial Statements

   5

Supplemental Schedules

  

Schedule H, Line 4i – Schedules of Assets (Held At End of Year)

   13


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Report of Independent Registered Public Accounting Firm

Plan Administrator

Danaher Corporation & Subsidiaries Savings Plan

We have audited the accompanying statements of net assets available for benefits of the Danaher Corporation & Subsidiaries Savings Plan as of December 31, 2006 and December 26, 2006 and 2005, and the related statements of changes in net assets available for benefits for the period December 27, 2006 through December 31, 2006 and the year ended December 26, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 net assets available for benefits of the Plan at December 31, 2006 and December 26, 2006 and 2005, and the changes in its net assets available for benefits for the period December 27, 2006 through December 31, 2006 and the year ended December 26, 2006 in conformity with U.S. generally accepted accounting principles.

 

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Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2006 and December 26, 2006 are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

Baltimore, Maryland

June 22, 2007

 

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Danaher Corporation & Subsidiaries Savings Plan

Statements of Net Assets Available for Benefits

 

    

December 31,

2006

   December 26,
        2006    2005

Assets

        

Investments, at fair value

   $ 1,293,256,375    $ 1,189,698,537    $ 1,017,748,701

Participant loans

     20,226,565      20,438,613      19,359,560
                    

Total investments

     1,313,482,940      1,210,137,150      1,037,108,261

Receivables:

        

Participant contributions

     2,637,385      1,393,609      3,907,303

Employer contributions

     4,075,247      3,021,560      4,616,353
                    

Total receivables

     6,712,632      4,415,169      8,523,656
                    

Total assets

     1,320,195,572      1,214,552,319      1,045,631,917

Liabilities

        

Administrative expenses payable

     29,034      29,034      19,082
                    

Net assets available for benefits at fair value

     1,320,166,538      1,214,523,285      1,045,612,835

Adjustment from fair value to contract value for fully benefit-responsive investment contract

     2,254,584      1,949,226      2,364,720
                    

Net assets available for benefits

   $ 1,322,421,122    $ 1,216,472,511    $ 1,047,977,555
                    

See accompanying notes.

 

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Danaher Corporation & Subsidiaries Savings Plan

Statement of Changes in Net Assets Available for Benefits

 

     Period
December 27,
2006 through
December 31,
2006
    Year ended
December 26,
2006

Additions

    

Contributions:

    

Participant

   $ 2,091,139     $ 63,341,884

Rollovers

     331,853       7,829,675

Employer matching

     666,400       19,242,975

Employer unilateral

     982,099       24,324,366

Employer discretionary

     56,104       2,111,116
              

Total contributions

     4,127,595       116,850,016

Interest and dividend income

     4,836,832       88,322,575

Net realized and unrealized (depreciation) appreciation in fair value of investments

     (2,369,987 )     54,468,892
              

Total additions

     6,594,440       259,641,483

Deductions

    

Benefit payments

     1,634,055       109,314,183

Administrative expenses

     28       612,258
              

Total deductions

     1,634,083       109,926,441
              

Net increase prior to plan transfers

     4,960,357       149,715,042

Net transfers into plan

     100,988,254       18,779,914
              

Net increase in assets available for benefits

     105,948,611       168,494,956

Net assets available for benefits:

    

Beginning of period/year

     1,216,472,511       1,047,977,555
              

End of period/year

   $ 1,322,421,122     $ 1,216,472,511
              

See accompanying notes.

 

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Danaher Corporation & Subsidiaries Savings Plan

Notes to Financial Statements

December 31, 2006 and December 26, 2006 and 2005

 

1. Description of the Plan

The Danaher Corporation & Subsidiaries Savings Plan (the Plan) was established for certain employees, effective November 30, 2002. Prior to November 30, 2002, these employees participated in the Danaher Corporation & Subsidiaries Retirement and Savings Plan. Plan participants should refer to the formal legal documents of the Plan and Summary Plan Description for full explanation of all limitations, adjustments and special cases in the Plan. The Plan is administered through the trustee and record-keeper, Fidelity Management Trust Company.

On December 30, 2005, the OECO Employees’ Qualified Savings Plan merged into the Plan. On June 1, 2006 the Visual Networks 401(k) Plan merged into the Plan. On September 29, 2006 the Marsh-McBirney, Inc. 401(k) Plan merged into the Plan.

On December 29, 2006 the Leica Microsystems Inc. 401(k) Savings Plan and the Sybron Dental Specialties, Inc. Savings and Thrift Plan merged into the Plan.

These plan mergers occurred subsequent to and as a result of Danaher Corporation’s (hereafter, the Company) acquisition of the above mentioned companies.

Effective after the plan year ended December 26, 2006, the Plan changed its plan year end to December 31st. As a result, these financial statements reflect the short plan year for the period December 27, 2006 to December 31, 2006.

 

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Danaher Corporation & Subsidiaries Savings Plan

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Contributions

Eligible employees may contribute up to 20% of their compensation (subject to annual maximums). The Company’s matching contribution is equal to 50% of the first 6% of the compensation contributed by the employee. The Company’s unilateral contribution is 3% of compensation. The Plan also has provisions for an employer discretionary contribution that equals a percentage of eligible compensation above the Social Security wage base in effect at the beginning of the Plan year. For the Plan year ended December 26, 2006, the discretionary contribution percentage was set at 2%. This contribution is calculated and deposited into eligible employee accounts subsequent to the Plan year-end. Employees are eligible for Company contributions upon completion of one year of service.

Employees become fully vested with respect to the employer contributions upon completion of three years of service. Employee contributions and the earnings or losses thereon are fully vested at all times.

Benefit Payments

A participant who attains normal retirement age shall be entitled to payment of the balance in his or her account. A participant who remains employed after attainment of normal retirement age shall continue to participate under the same terms and conditions as applied prior to reaching normal retirement age. A participant must begin receiving distributions upon April 1 of the calendar year following the later of the date of his or her employment terminates or the calendar year in which he or she reaches the age of 70 1/2.

Upon total and permanent disability, a participant shall be entitled to payment of the balance in his or her account within a reasonable period of time after termination of employment.

The beneficiary or beneficiaries of a deceased participant shall be entitled to payment of the participant’s account balance within a reasonable period of time after the participant’s death.

Upon a participant’s termination of employment for reasons other than as specified above, a participant is entitled to payment of his or her vested account balance.

 

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Danaher Corporation & Subsidiaries Savings Plan

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

Benefit Payments (continued)

 

The plan administrator may permit a participant to make a withdrawal from his or her account in the event of a hardship. A hardship withdrawal shall not exceed the amount required to meet the immediate financial need created by the hardship or the amount unavailable from resources of the participant. Participants may also make in-service withdrawals generally from contributions transferred or rolled over into the Plan from other plans.

Participant Loans

A participant may receive a loan from the Plan in accordance with policy established by the Plan administrator. Any such loan or loans shall not exceed the lesser of 50% of the participant’s vested account balance or $50,000. Participants will not be entitled to receive a loan more frequently than annually. The plan administrator shall establish the maximum maturity period that will be permitted to prevent the loan from being treated as a distribution. Current procedures require that all loans must be paid back within 60 months. The plan administrator may require loan payments to be made through payroll deductions.

Participant Accounts

Each participant account is credited with the participant’s contributions; any employer matching, unilateral, and discretionary contributions; and an allocation of Plan earnings or losses; and is charged with an administrative expense fee. Allocations are based on account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Forfeited Accounts

At December 31, 2006 and December 26, 2006 and 2005, forfeited nonvested accounts totaled $2,763,715, $2,494,883, and $1,544,448, respectively. These amounts will be used to reduce future employer contributions and to pay administrative expenses.

 

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Danaher Corporation & Subsidiaries Savings Plan

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Termination of the Plan

Although the Company, as the Plan’s sponsor, has not expressed an intention to do so, the Plan may be terminated at any time. In the event of termination of the Plan, the account balances of participants as of the date of termination shall immediately become non-forfeitable.

 

2. Significant Accounting Policies

Basis of Accounting

The accompanying financial statements are prepared on the accrual basis of accounting.

New Accounting Pronouncement

In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans (the FSP). The FSP defines the circumstances in which an investment contract is considered fully benefit-responsive and provides certain reporting and disclosure requirements for fully benefit-responsive investment contracts in defined contribution health and welfare and pension plans. The financial statement presentation and disclosure provisions of the FSP are effective for financial statements issued for annual periods ending after December 15, 2006 and are required to be applied retroactively to all prior periods presented for comparative purposes. The Plan has adopted the provisions of the FSP at December 26, 2006.

As required by the FSP, investments in the accompanying Statements of Net Assets Available for Benefits include fully benefit-responsive investment contracts recognized at fair value. AICPA Statement of Position 94-4, Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans, as amended, requires fully benefit-responsive investment contracts to be reported at fair value in the Plan’s Statement of Net Assets Available for Benefits with a corresponding adjustment to reflect these investments at contract value. The requirements of the FSP have been applied retroactively to the Statement of Net Assets Available for Benefits as of December 26, 2005, presented for comparative purposes. Adoption of the FSP had no effect on the Statement of Changes in Net Assets Available for Benefits.

 

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Danaher Corporation & Subsidiaries Savings Plan

Notes to Financial Statements (continued)

 

2. Significant Accounting Policies (continued)

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investments

Investments are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. The income of each fund is reinvested in that fund.

The Fidelity Managed Income Portfolio II consists primarily of fully benefit-responsive investment contracts. In determining the net assets available for benefits, the Fidelity Managed Income Portfolio II is included in the financial statements at contract value, which represents contributions made under the contracts, plus earnings, less withdrawals and administrative expenses. As provided in the FSP, an investment contract is generally valued at contract value, rather than fair value, to the extent it is fully benefit-responsive.

Participant loans are valued at their unpaid balances, which approximate fair value.

Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

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Danaher Corporation & Subsidiaries Savings Plan

Notes to Financial Statements (continued)

 

3. Tax Status of the Plan

The Plan has received a determination letter from the Internal Revenue Service dated July 20, 2004, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.

 

4. Investments

The fair value of investments representing 5% or more of the Plan’s net assets is as follows:

 

    

December 31,

2006

   December 26,
        2006    2005

Danaher Corporation Stock Fund

   $ 214,719,313    $ 215,696,413    $ 174,246,142

Fidelity Asset Manager Fund

     *      *      68,691,005

Fidelity Equity Income Fund

     119,430,370      106,303,660      88,454,290

Fidelity Diversified International Fund

     83,642,636      78,717,792      *

Fidelity Low-Priced Stock Fund

     83,663,460      83,190,321      78,466,536

Fidelity Magellan Fund

     171,578,420      171,645,647      174,802,489

Fidelity MIP II Fund (at contract value)

     190,291,855      164,518,952      161,322,066

Fidelity Retirement Money Market Fund

     *      63,553,606      52,410,893

Templeton World Fund Class A

     67,714,820      *      *

 

* Less than 5% in period presented.

 

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Danaher Corporation & Subsidiaries Savings Plan

Notes to Financial Statements (continued)

 

4. Investments (continued)

 

During the period December 27, 2006 through December 31, 2006 and the year ended December 26, 2006, the Plan’s investments (including gains and losses on investments bought and sold as well as held during the year) (depreciated) appreciated in fair value by ($2,369,987) and $54,468,892, respectively, as follows:

 

     Period December 27,
2006 through
December 31, 2006
    Year ended
December 26, 2006
 

Danaher Corporation Stock Fund

   $ (944,896 )   $ 51,204,226  

American Beacon Small Cap Value PA

     —           1,057,881  

American Beacon Small Cap Value Fund Institutional Class

     (34,242 )     (158,283 )

American Funds Growth Fund of America Class R4

     30,798       248,780  

Fidelity Asset Manager Fund

     —           1,574,572  

Fidelity Diversified International Fund

     905,228       6,696,649  

Fidelity Equity Income Fund

     198,817       8,421,627  

Fidelity Freedom Income Fund

     (51,971 )     66,001  

Fidelity Freedom 2010 Fund

     (1,028,815 )     1,403,026  

Fidelity Freedom 2020 Fund

     (1,460,761 )     2,178,929  

Fidelity Freedom 2030 Fund

     (750,640 )     1,274,143  

Fidelity Freedom 2040 Fund

     (235,079 )     463,682  

Fidelity Low-Priced Stock Fund

     363,997       4,688,526  

Fidelity Magellan Fund

     366,773       (31,485,503 )

Franklin Small Mid-Cap Growth Fund Class A

     —           1,595,927  

Franklin Small Mid-Cap Growth Fund Advisor Class

     66,193       (2,062,004 )

Legg Mason Value Trust Fund FI Class

     —           27,680  

Legg Mason Value Trust Fund Inst. Class

     464       139,960  

PIMCO Total Return Fund Admin Class

     —           (360,735 )

PIMCO Total Return Fund Institutional Class

     (205,121 )     121,000  

Spartan U.S. Equity Index Fund Investor Class

     42,229       3,647,033  

Templeton World Fund Class A

     367,039       3,725,775  
                
   $ (2,369,987 )   $ 54,468,892  
                

 

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Danaher Corporation & Subsidiaries Savings Plan

Notes to Financial Statements (continued)

 

5. Party-in-Interest Transactions

Certain Plan investments are held in shares of mutual funds managed by Fidelity Management Trust Company (Fidelity). Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Additionally, as of December 31, 2006 and December 26, 2006 and 2005, the Plan invested in 2,914,277; 2,914,573; and 3,105,375 shares, respectively, of Danaher Corporation common stock as part of the Danaher Corporation Stock Fund. During the year ended December 26, 2006, the Plan received $239,633 of dividends on shares of Danaher Corporation common stock. Therefore, these transactions qualify as party-in-interest.

 

6. Differences Between Financial Statements and Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 

     December 31,
2006
    December 26,
2006
 

Net assets available for benefits per the financial statements

   $ 1,322,421,122     $ 1,216,472,511  

Deemed distributions with no post-default payment activity

     (556,533 )     (524,336 )

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

     (2,254,584 )     (1,949,226 )

Net assets available for benefits per the Form 5500

   $ 1,319,610,005     $ 1,213,998,949  
                

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 26, 2006:

 

Benefits paid to participants per the financial statements

   $ 109,314,183  

Loan defaults previously deemed distributed that reached a distributable event

     (142,510 )

Corrective distributions

     (117,309 )
        

Benefits paid to participants per the Form 5500

   $ 109,054,364  
        

 

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Supplemental Schedules


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Danaher Corporation & Subsidiaries Savings Plan

EIN: 59-19995548; Plan No.: 004

Schedule H, Line 4i –

Schedule of Assets (Held At End of Year)

December 31, 2006

 

Identity of Issuer, Borrower, Lessor or Similar Party

  

Description

of Investment

   Cost    

Current

Value

*Fidelity Retirement Money Market Fund

   Money market    * *   $ 63,899,653

*Fidelity MIP II Fund

   Common/collective trust    * *     188,037,271

*Danaher Corporation Common Stock

   Unitized stock fund    * *     214,719,313

American Beacon Small Cap Value Fund Institutional Class

   Mutual fund    * *     27,484,442

American Funds Growth Fund of America Class R4

   Mutual fund    * *     24,336,974

*Fidelity Diversified International Fund

   Mutual fund    * *     83,642,636

*Fidelity Equity Income Fund

   Mutual fund    * *     119,430,370

*Fidelity Freedom Income Fund

   Mutual fund    * *     4,536,599

*Fidelity Freedom 2010 Fund

   Mutual fund    * *     32,779,875

*Fidelity Freedom 2020 Fund

   Mutual fund    * *     47,574,800

*Fidelity Freedom 2030 Fund

   Mutual fund    * *     24,118,824

*Fidelity Freedom 2040 Fund

   Mutual fund    * *     7,810,186

*Fidelity Low-Priced Stock Fund

   Mutual fund    * *     83,663,460

*Fidelity Magellan Fund

   Mutual fund    * *     171,578,420

Franklin Small Mid-Cap Growth Fund Advisor Class

   Mutual fund    * *     43,102,579

Legg Mason Value Fund Institutional Class

   Mutual fund    * *     4,781,356

PIMCO Total Return Fund Institutional Class

   Mutual fund    * *     42,649,720

*Spartan U.S. Equity Index Fund

   Mutual fund    * *     41,395,077

Templeton World Fund Class A

   Mutual fund    * *     67,714,820

*Participant loans

   Interest rates range from 5% to 11.5% with maturity at various dates    * *     20,226,565
           

Total investments

        $ 1,313,482,940
           

 

* Indicates a party-in-interest to the Plan.

 

** Historical cost is not required to be presented, as all investments are participant-directed.

 

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Danaher Corporation & Subsidiaries Savings Plan

EIN: 59-19995548; Plan No.: 004

Schedule H, Line 4i –

Schedule of Assets (Held At End of Year)

December 26, 2006

 

Identity of Issuer, Borrower, Lessor or Similar Party

  

Description

of Investment

   Cost    

Current

Value

*Fidelity Retirement Money Market Fund

   Money market    * *   $ 63,553,606

*Fidelity MIP II Fund

   Common/collective trust    * *     162,569,726

*Danaher Corporation Common Stock

   Unitized stock fund    * *     215,696,413

American Beacon Small Cap Value Fund Institutional Class

   Mutual fund    * *     24,386,143

American Funds Growth Fund of America Class R4

   Mutual fund    * *     10,043,927

*Fidelity Diversified International Fund

   Mutual fund    * *     78,717,792

*Fidelity Equity Income Fund

   Mutual fund    * *     106,303,660

*Fidelity Freedom Income Fund

   Mutual fund    * *     4,323,978

*Fidelity Freedom 2010 Fund

   Mutual fund    * *     29,847,585

*Fidelity Freedom 2020 Fund

   Mutual fund    * *     42,470,695

*Fidelity Freedom 2030 Fund

   Mutual fund    * *     21,424,198

*Fidelity Freedom 2040 Fund

   Mutual fund    * *     7,171,769

*Fidelity Low-Priced Stock Fund

   Mutual fund    * *     83,190,321

*Fidelity Magellan Fund

   Mutual fund    * *     171,645,647

Franklin Small Mid-Cap Growth Fund Advisor Class

   Mutual fund    * *     36,189,760

Legg Mason Value Fund Institutional Class

   Mutual fund    * *     2,058,616

PIMCO Total Return Fund Institutional Class

   Mutual fund    * *     35,675,547

*Spartan U.S. Equity Index Fund

   Mutual fund    * *     35,398,422

Templeton World Fund Class A

   Mutual fund    * *     59,030,732

*Participant loans

   Interest rates range from 5% to 11.5% with maturity at various dates    * *     20,438,613
           

Total investments

        $ 1,210,137,150
           

 

* Indicates a party-in-interest to the Plan.

 

** Historical cost is not required to be presented, as all investments are participant-directed.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Danaher Corporation & Subsidiaries Savings Plan trustee or other person who administers the Plan have duly caused this annual report to be signed on behalf of the Plan by the undersigned hereunto duly authorized.

 

    DANAHER CORPORATION & SUBSIDIARIES SAVINGS PLAN
    By:   DANAHER CORPORATION, Plan Sponsor
Date:   June 25, 2007     By:   /s/ Daniel L. Comas
        Daniel L. Comas
        Executive Vice President — Chief Financial Officer


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EXHIBIT INDEX

 

Exhibit
Number
  

Description

23.1    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm