Danaher (DHR) 10-K risk factor changes: FY2021 vs FY2020

[removed: The] [added: We have identified the] risks and uncertainties described below [removed: are those that we have identified] as material, but [added: they] are not the only risks and uncertainties facing us.

Our business is also subject to general risks and uncertainties that affect many other companies, such as market conditions, economic conditions, geopolitical events, changes in laws, regulations or accounting rules, fluctuations in interest rates, terrorism, wars or conflicts, major health concerns including [removed: epidemics,] [added: pandemics,] natural disasters or other disruptions of expected business conditions.

Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business and financial statements, including our results of operations, [removed: liquidity,] [added: liquidity and] financial [removed: condition] [added: condition,] and [added: our] stock price.*

The COVID-19 pandemic has adversely impacted, and [removed: continues] [added: may continue] to [removed: pose risks to,] [added: adversely impact,] certain elements of our business and our financial [removed: statements, the nature and extent of which are highly uncertain and unpredictable.][added: statements.]

The direct impact of COVID-19 and the preventive and precautionary measures implemented as a result thereof have adversely affected, and [removed: are expected to] [added: may] continue to adversely affect, certain elements of our Company (including to a different degree our operations, commercial organizations, supply chains and distribution [removed: systems) and the future impact may be material, though the impact on our different businesses and the different elements of our businesses varies (please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of how COVID-19 impacted our results of operations and financial position in 2020).][added: systems).]

- adverse impacts on customer orders and purchases and unpredictable reductions in demand for [removed: many of] our products;

- [removed: supply chain] capacity constraints and price [removed: increases,] [added: increases in our own supply chain,] including with respect to freight services;

- adverse impacts on our workforce and/or key [removed: employees;][added: employees including labor availability;]

In an effort to optimize availability of needed medical and other supplies and products in connection with the [removed: COVID-19] pandemic, we may elect to or governments may require us or our customers to allocate manufacturing capacity (for [removed: example] [added: example,] pursuant to the U.S. Defense Production Act (“DPA”)) in a way that adversely affects our financial condition and results of operations, results in differential treatment of customers and/or adversely affects our reputation and customer relationships.

[removed: Further,] [added: Certain agencies of] the [added: U.S. government, such as the] Biomedical Advanced Research and Development Authority (“BARDA”) [removed: of] [added: within] the U.S. [removed: government has] [added: Department of Health and Human Services, have] agreed to finance an expansion of production capacity [added: and/or the development of technology] at [removed: one] [added: certain] of our [removed: businesses for COVID-19 related products,] [added: businesses,] and [added: our businesses may enter into similar agreements] in [removed: connection therewith] the [removed: business has committed certain of such incremental production capacity to the U.S. government pursuant to the DPA.][added: future.]

In addition, [removed: unpredictable increases in] [added: the levels of] demand for [removed: certain of] our [added: COVID-19 related] products can exceed our capacity to meet such demand on a timely basis or at all, which can result in negative publicity and [added: future competitive disadvantage and] otherwise adversely affect our business and financial statements.

While the pandemic continues we [removed: expect to] [added: may] experience continued adverse impacts on [added: certain elements of] our business and financial [removed: statements, which adverse impacts are unpredictable and may be material.][added: statements.]

Even to the extent COVID-19 conditions begin to improve, the duration and sustainability of any such improvements will be uncertain and continuing adverse impacts and/or the degree of improvement may vary dramatically by [removed: geography and line of business.]

The actions Danaher’s businesses take in response to any improvements in conditions may vary widely by geography and line of business and will likely be made with incomplete information; pose the risk that such actions may prove to be premature, incorrect or insufficient; and could have [removed: a material,] [added: an] adverse impact on our business and financial statements.

Slower economic growth in the domestic and/or international markets, [added: inflation,] actual or anticipated default on sovereign debt, volatility in the currency and credit markets, high levels of unemployment or underemployment, [added: labor availability constraints,] reduced levels of capital expenditures, changes or anticipation of potential changes in government trade, fiscal, tax and monetary policies, changes in capital requirements for financial institutions, government [removed: deficit reduction and] budget negotiation dynamics, sequestration, austerity measures and other challenges that affect the global economy have in the past adversely affected, and may in the future adversely affect, the Company and its distributors, customers and suppliers, including having the effect of:

- supply [removed: interruptions,] [added: interruptions or delays,] which [removed: could] [added: can] disrupt our ability to produce [added: or deliver] our products;

If growth in the global economy or in any of the markets we serve slows for a significant period, if there is significant deterioration in the global economy or such markets or if improvements in the global economy do not benefit the markets we serve, our business and financial statements [removed: could] [added: can] be adversely affected.

Our success [removed: will depend] [added: depends] on several factors, including our ability to:

- obtain necessary regulatory approvals of appropriate scope (including with respect to medical device products by demonstrating satisfactory clinical results where [removed: applicable,] [added: applicable] as well as achieving third-party reimbursement); and

Competitors may also develop after-market services and parts for our products which [removed: attract customers and adversely affect] [added: may detract from] our [removed: return on investment for new products.][added: sales.]

For example, the Protecting Access to Medicare Act of [removed: 2014, or PAMA,] [added: 2014 (“PAMA”),] introduced a multi-year pricing program for services payable under the Clinical Laboratory Fee Schedule (“CLFS”) that is designed to bring Medicare allowable amounts in line with the amounts paid by private payers.

[added: In 2021 approximately 62% of our sales were derived from customers outside the U.S. In addition, many of our manufacturing operations, suppliers and employees are located outside the U.S.] Since our growth strategy depends in part on our ability to further penetrate markets outside the [removed: United States] [added: U.S.] and increase the localization of our products and services, we expect to continue to increase our sales and presence outside the [removed: United States,] [added: U.S.,] particularly in the high-growth markets.

Our [removed: international] [added: non-U.S.] business (and particularly our business in high-growth markets) is subject to risks that [removed: are customarily encountered in non-U.S. operations, including:][added: include:]

- differences in terms of sale, including longer payment terms than are typical in the [removed: United States;][added: U.S.;]

- local product preferences [removed: and product] [added: or] requirements;

- changes in a country’s or region’s political, [added: legal,] social or economic conditions, such as the devaluation of particular currencies;

- trade protection measures, [added: tariffs,] embargoes and import or export restrictions and requirements;

- limitations on legal rights and our ability to enforce such [removed: rights;][added: rights, including differing protection of intellectual property;]

- [added: workforce instability and] differing labor or employment regulations;

- difficulties in implementing restructuring actions on a timely or comprehensive basis; [added: and]

For example, in [removed: 2020] [added: 2021] we generated approximately [removed: 12%] [added: 13%] of our sales from China.

Accordingly, our business and financial statements can be adversely influenced by political, economic, legal, [removed: compliance and] [added: compliance,] social [added: and business] conditions in China generally.

Additionally, China’s government continues to play a significant role in regulating industry development by imposing [removed: industrial] [added: sector-specific] policies, and it maintains control over China’s economic growth through setting monetary policy and determining treatment of particular industries or companies.

Further, considerable uncertainty exists regarding the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the [removed: United States] [added: U.S.] and China.

Uncertainty or adverse changes to [removed: economic] conditions in China or the policies of China’s government or its laws and regulations can [removed: have a material adverse effect on] [added: adversely affect] the overall economic growth of [removed: China] [added: China, or of the particular industries in which we participate,] and can adversely affect our business and financial statements.

Our growth depends in part on the growth of the markets which we serve, and visibility into our markets [removed: is] [added: can be] limited (particularly for markets into which we sell through distribution).

Our quarterly sales and profits depend substantially on the volume and timing of orders received during the [removed: fiscal] quarter, which are difficult to forecast.

Any decline or lower than expected growth in our served markets [removed: could] [added: can] diminish demand for our products and [removed: services, which would] [added: services and] adversely affect our business and financial statements.

Certain of our businesses operate in industries that [added: have experienced and] may experience periodic, cyclical downturns.

[removed: We believe that for] [added: For] certain of our businesses, success in penetrating target markets depends in part on their ability to develop and maintain collaborative relationships with other companies.

For example, national, state and local governments have implemented and may continue to implement safety precautions, including quarantines, border closures, increased border controls, travel restrictions, shelter in place orders, shutdowns, government-ordered vaccine mandates and other measures.

These measures can disrupt normal business operations and can have significant negative impacts on businesses and financial markets worldwide.

Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of how COVID-19 impacted our results of operations and financial position in 2021.

geography and line of business.

Please see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the Company products that are being used in the fight against COVID-19.

Please also see the risk factor titled “The U.S. government has certain rights with respect to incremental production capacity and/or the intellectual property we have developed using government financing” for a discussion of the U.S. government’s rights in connection with funding they have provided certain of our businesses to finance capacity expansion for the production of certain COVID-19 related products.

In addition, to the extent the COVID-19 pandemic moderates, and/or if COVID-19 vaccination, therapeutic or testing practices change and Danaher’s offerings are no longer a preferred solution, demand for Danaher’s COVID-19 solutions may decline.

- public health crises and epidemics, such as COVID-19;

- complex data privacy and cybersecurity requirements;

In addition, if we or any of our collaborative

In addition, we obtain or receive the benefits of representations and warranties insurance in connection with certain acquisitions.

Our liability insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches.

Climate change, or legal or regulatory measures to address climate change, may negatively affect us.

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations.

Physical risk resulting from acute changes (such as hurricane, tornado, wildfire or flooding) or chronic changes (such as droughts, heat waves or sea level changes) in climate patterns can adversely impact our facilities and operations and disrupt our supply chains and distribution systems.

Concern over climate change can also result in new or additional legal or regulatory requirements designed to reduce greenhouse gas emissions and/or mitigate the effects of climate change on the environment (such as taxation of, or caps on the use of, carbon-based energy).

Any such new or additional legal or regulatory requirements may increase the costs associated with, or disrupt, sourcing, manufacturing and distribution of our products, which may adversely affect our business and financial statements.

In addition, any failure to adequately address stakeholder expectations with respect to environmental, social and governance (“ESG”) matters may result in the loss of business, adverse reputational impacts, diluted market valuations and challenges in attracting and retaining customers and talented employees.

Business—Materials” for a discussion of certain supply chain constraints we experienced in 2021.

Please see “Item 1.

Business—Materials” for a discussion of the supply chain and labor availability disruptions and constraints our businesses are currently facing, and the adverse impacts that we have incurred and may incur relating thereto.

Any sustained interruption in the supply of, or increase in the cost of, key components, raw materials, other commodities and labor can adversely affect our business and financial statements.

Our success depends on our ability to recruit, retain and motivate talented employees representing diverse backgrounds, experiences and skill sets.

The market for highly skilled workers and leaders in our industries, particularly in the areas of science and technology, is extremely competitive.

In addition, in 2021 a number of our businesses faced certain labor availability constraints and labor cost inflation.

If we are less successful in our recruiting efforts, or if we cannot retain and motivate highly skilled workers and key leaders representing diverse backgrounds, experiences and skill sets, our business and financial statements may be adversely affected.

others will not independently develop substantially equivalent proprietary information or that third-parties will not otherwise gain access to our trade secrets or other proprietary rights.

The U.S. government has certain rights with respect to incremental production capacity and/or the intellectual property we have developed using government financing.

In consideration of this financing the U.S. government has certain rights, including rights with respect to the allocation of certain of the incremental production capacity associated with such expansion and/or rights in intellectual property produced with its financial assistance.

We are required to comply with numerous laws and regulations relating to the administration and performance of our obligations under these agreements, including the Federal Acquisition Regulation (“FAR”) and agency-specific regulations supplemental to the FAR, business ethics and public integrity obligations, export and import control laws and regulations, and regulations and standards relating to our accounting practices.

In addition, if the U.S. government terminates one or more of these contracts with us for its convenience, or if we default by failing to perform in accordance with the contract schedule and terms, a negative impact on our business and financial statements could result.

The UK ceased to be a member state of the EU on January 31, 2020 (commonly referred to as “Brexit”), and the parties have agreed to and ratified a trade and cooperation agreement.

under the contract.

Please see “Item 1.

These

Exclusive forum provisions in our By-laws could limit our stockholders’ ability to choose their preferred judicial forum for disputes with us or our directors, officers or employees.

Our Amended and Restated By-laws (the “By-laws”) provide that unless the Company selects or consents to the selection of an alternative forum, the sole and exclusive forum for any complaint asserting any internal corporate claims, to the fullest extent permitted by law and subject to applicable jurisdictional requirements, will be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware) (collectively, “Delaware Courts”).

Current and former stockholders are deemed to have consented to the personal jurisdiction of the Delaware Courts in connection with any action to enforce such exclusive forum provision and to service of process in any such action.

These provisions of the By-laws are not a waiver of, and do not relieve anyone of duties to comply with, federal securities laws including those specifying the exclusive jurisdiction of federal courts under the Exchange Act and concurrent jurisdiction of federal and state courts under the Securities Act of 1933, as amended.

To the extent that the exclusive forum provisions of our By-laws limit a current or former stockholder’s ability to select a judicial forum other than the Delaware Courts, they might discourage the specified legal actions, might cause current or former stockholders to incur additional litigation-related expenses and might result in outcomes unfavorable to current or former stockholders.

For example, many governments have issued “stay-at-home” orders which restrict business and personal activities, and many employers are requiring employees to work from home.

In addition to existing travel and activity restrictions, jurisdictions may continue to close borders, impose prolonged quarantines and further restrict travel and other activities.

The pandemic has caused a global recession of potentially extended duration.

In addition, the COVID-19 vaccines that are developed may not all use Danaher’s vaccine development/production solutions, and/or may use Danaher’s solutions to different degrees; and if the number of COVID-19 vaccines under development declines (for example because one or a limited number of vaccines emerges as the preferred solution) the demand for Danaher’s vaccine development/production solutions may decline.

Danaher’s COVID-19 testing solutions may also not ultimately be the preferred testing solutions for COVID-19.

Although we successfully issued debt and equity in underwritten offerings in 2020, COVID-19 has led to disruption and volatility in the global capital markets, which has increased the cost of, and adversely impacted access to, capital (including in the commercial paper markets) and increased economic uncertainty.

There are no assurances that the commercial paper markets or the capital markets will be available to us in the future or that the lenders participating in our revolving credit facilities will be able to provide financing in accordance with their contractual obligations.

In addition, any restructuring activities we undertake in light of the COVID-19 impact may adversely affect our business and financial statements.

In 2020, approximately 61% of our sales were derived from customers outside the United States.

In addition, many of our manufacturing operations, suppliers and employees are located outside the United States.

- differing protection of intellectual property; and

In addition, our global operations expose us to risks associated with public health crises and epidemics, such as COVID-19, which could adversely impact our supply chains and distribution systems, reduce demand for our products and services, and otherwise adversely affect our business and financial statements.

involved in collaborative partnerships may be delayed or otherwise adversely affected.

For example, our acquisition of Cytiva in March 2020 is Danaher’s largest acquisition to date based on purchase price.

There is also a new, broad privacy law in California, the CCPA, which came into effect in January 2020.

can slow improvements in our products and services, adversely affect our ability to respond to customers, limit our ability to increase production quickly if demand for our products increases and trigger adverse public attention.

Moreover, we may not succeed in implementing present or future restructuring activities or cost reduction activities.

Realizing the anticipated benefits from these initiatives, if any benefits are achieved at all, can take several years, and we may be unable to achieve our targeted cost efficiencies and profit margin improvements.

Additionally, we may have insufficient access to capital to fund investments in these strategic initiatives, or our business strategy may change from time to time, which could delay our ability to implement initiatives that we believe are important to our business.

The U.S. government has certain rights to use and disclose some of the intellectual property that we license and could exclusively license it to a third-party if we fail to achieve practical application of the intellectual property.

Certain technology licensed by us under agreements with third-party licensors is subject to government rights.

For example, the Danish tax authority’s assessments purporting to impose withholding tax relating to interest accrued in Denmark on historical borrowings from certain of the Company’s subsidiaries (further discussed in MD&A and the Company’s Consolidated Financial Statements) could take many years to resolve and could ultimately result in a material, adverse impact to the Company’s financial statements, including its cash flows and effective tax rates.

Please see MD&A and the Company’s Consolidated Financial Statements for a further discussion of the Company’s tax audits.

The UK ceased to be a member state of the EU on January 31, 2020 (commonly referred to as “Brexit”), and the transition period provided for in the withdrawal agreement entered by the UK and the EU ended on December 31, 2020.

In December 2020, the UK and the EU agreed on a trade and cooperation agreement that applies provisionally until it is ratified by the parties to the agreement.

On December 31, 2020, the UK passed legislation giving effect to the trade and cooperation agreement, with the EU expected to formally adopt the agreement in the first half of 2021.

The trade and cooperation agreement covers the general objectives and framework of the relationship between the UK and the EU, including with respect to trade, transport, visas, judicial matters, law enforcement and security matters, and provides for continued participation in community programs and mechanisms for dispute resolution.

The impacts from Brexit could add time and expense to the conduct of our business, delay regulatory approval of products, adversely impact the manufacturing or movement of products, adversely impact customer demand and otherwise adversely affect our business and financial statements.

In particular, the

failure to comply with these rules can result in withdrawal of certifications needed to sell our products and services and otherwise adversely impact our business and financial statements.

providing additional warnings on the product’s label or narrowing its approved intended use, which could reduce the product’s market acceptance.

This discussion and analysis should be read together with Danaher’s audited financial statements and related Notes thereto as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] included in this Annual Report.

Management's discussion and analysis of financial condition and results of operations for [removed: 2018] [added: 2019] is included in Item 7 of the Company’s [removed: 2019] Annual Report on Form 10-K [added: with respect to the year ended December 31, 2020] filed with the Securities and Exchange Commission and should be referred to for information regarding this period.

During [removed: 2020,] [added: 2021,] approximately [removed: 61%] [added: 62%] of Danaher’s sales were derived from customers outside the United States.

Danaher’s geographic and industry diversity, as well as the range of its [removed: products, software] [added: products] and services, help limit the impact of any one industry or the economy of any single country on its consolidated operating results.

[added: The Company continues to actively monitor] the [added: pandemic, including the current spread of certain variants of the virus, and has taken and intends to continue taking steps to identify and seek to mitigate the] adverse impacts on, and risks to, the Company’s business (including but not limited to its employees, customers, business partners, manufacturing capabilities and capacity, and supply and distribution channels) posed by the spread of COVID-19 and the governmental and community responses thereto.

The Company’s businesses have activated their business continuity plans [removed: in response to the] [added: as a result of this] pandemic, including taking steps in an effort to help keep our workforce healthy and safe, and are assessing and updating those plans on an ongoing basis.

As a result of COVID-19 the Company’s businesses have modified certain of their respective business [removed: practices (including in many cases with respect to employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences),] [added: practices,] and the Company expects to take such further actions as may be required by government authorities or as determined to be in the best interests of our employees, customers and other business partners.

The Company has developed [removed: return-to-work] [added: and is implementing return-to-workplace] protocols designed to help ensure the health and safety of its employees, customers and business partners, for its businesses to apply as [removed: and when return-to-work is legally permissible and deemed] appropriate.

We have developed and made available [removed: a] diagnostic [removed: test] [added: tests] for the rapid detection of [removed: COVID-19 and a diagnostic test that can detect antibodies in blood to confirm current or past exposure to] COVID-19.

In addition, our [removed: businesses, including the recently acquired Cytiva business (the Cytiva Acquisition is described below),] [added: businesses] are providing critical support to firms that are developing and producing vaccines [added: and therapies] for COVID-19, among other support.

[removed: However, due] [added: Due] to the speed with which the COVID-19 situation continues to evolve, the global breadth of its spread, the range of governmental and community responses thereto and our geographic and business line diversity, its further impact on our [removed: business remains highly uncertain, but may be materially negative and will depend on future developments including but not limited to:]

- the [removed: duration of weaknesses in the macroeconomic environment and the] timing and [removed: extent] [added: durability] of [added: continued] recovery in the global demand for our [added: non-COVID-19 related] products and [removed: services;][added: services.]

For additional information on the risks of COVID-19 to the Company’s operations, refer to the “Item [removed: 1A—Risk Factors” section of this Annual Report.][added: 1A.]

Consolidated [removed: sales] [added: revenues] for the year ended December 31, [removed: 2020] [added: 2021] increased [removed: 24.5%] [added: 32.0%] as compared to [removed: 2019.][added: 2020.]

[removed: While differences exist among the] Company’s businesses, on an overall basis, demand for the Company’s products and services increased on a year-over-year basis in [removed: 2020] [added: 2021] as compared to [removed: 2019.][added: 2020, and together with the Company’s continued investments in sales growth initiatives and the other business-specific factors contributed to the core sales growth discussed below.]

Geographically, both high-growth and developed markets contributed to year-over-year core sales growth during [removed: 2020.][added: 2021.]

Core sales in developed markets grew [removed: at a low-double digit rate] [added: more than 20%] in [removed: 2020] [added: 2021] as compared to [removed: 2019] [added: 2020] and were driven by North America and Western Europe.

High-growth markets represented approximately [removed: 30%] [added: 31%] of the Company’s total sales in [removed: 2020.][added: 2021.]

The Company’s net earnings from continuing operations for the year ended December 31, [removed: 2020] [added: 2021] totaled approximately [removed: $3.6] [added: $6.3] billion, compared to approximately [removed: $2.4] [added: $3.6] billion for the year ended December 31, [removed: 2019.][added: 2020.]

Net earnings attributable to common stockholders for the year ended December 31, [removed: 2020] [added: 2021] totaled approximately [removed: $3.5] [added: $6.3] billion or [removed: $4.89] [added: $8.61] per diluted common share compared to approximately [removed: $2.9] [added: $3.5] billion or [removed: $4.05] [added: $4.89] per diluted common share for the year ended December 31, [removed: 2019.][added: 2020.]

Refer to “—Results of Operations” for further discussion of the year-over-year changes in net earnings and diluted net earnings per common share for the year ended December 31, [removed: 2020.][added: 2021.]

The [removed: acquisition has provided] [added: acquisitions of Cytiva on March 31, 2020 (the “Cytiva Acquisition”)] and [removed: is] [added: Aldevron on August 30, 2021 have provided, and are] expected to [removed: provide] [added: continue to provide,] additional sales and earnings growth opportunities for the Company’s Life Sciences segment by expanding the business’ geographic and product line diversity, including new product and service offerings that complement the Company’s [removed: current biologics] [added: bioprocessing] workflow [added: and genomic medicine] solutions.

Refer to Note [removed: 3] [added: 2] to the Consolidated Financial Statements for discussion regarding the Company’s acquisitions.

Refer to Note [removed: 4] [added: 3] to the Consolidated Financial Statements for [removed: further discussion.][added: additional information.]

References to sales or operating profit attributable to acquisitions or acquired businesses refer to sales or operating profit, as applicable, from acquired businesses recorded prior to the first anniversary of the acquisition less [removed: the amount of] [added: any] sales and operating profit, [removed: as applicable,] [added: during the applicable period,] attributable to divested product lines not considered discontinued [removed: operations prior to the first anniversary of the divestiture;] [added: operations;] provided that in calculating core sales including Cytiva, Cytiva’s sales (net of the sales of the Company product lines divested in 2020 to obtain regulatory approval to acquire Cytiva, or the “divested product lines”) (“Cytiva sales”) are excluded from the definition of sales attributable to acquisitions or acquired businesses.

Management believes this presentation provides useful information to investors by demonstrating [added: beginning immediately after] the [added: acquisition Cytiva’s] impact [removed: Cytiva has] on the Company’s [removed: current] growth profile, rather than waiting to demonstrate such impact [added: until] 12 months after the acquisition when Cytiva would normally have been included in Danaher’s core sales calculation.

Danaher calculates period-to-period core sales growth including Cytiva by adding [removed: to the baseline period sales Cytiva’s historical sales from such period (when it was owned by GE), net of the sales of the divested product lines, and also adding the] Cytiva sales to [added: core sales for both] the [added: baseline and] current [removed: period.][added: periods.]

| | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] | | |

| Total sales growth (GAAP) | | | [removed: 24.5] [added: 32.0] | | % | | | | [removed: 5.0] [added: 24.5] | | % |

| Acquisitions/divestitures | | | [removed: (18.0)] [added: (7.5)] | | % | | | | [removed: (1.0)] [added: (18.0)] | | % |

| Currency exchange rates | | | [removed: —] [added: (2.0)] | | % | | | | [removed: 2.0] [added: —] | | % |

| Core sales growth (non-GAAP) | | | [removed: 6.5] [added: 23.0] | | % | | | | [removed: 6.0] [added: 6.5] | | % |

| Impact of Cytiva sales growth (net of divested product lines) | | | [removed: 3.0] [added: 2.0] | | % | | | | [added: 3.0] | | [added: %] |

| Core sales growth including Cytiva (non-GAAP) | | | [removed: 9.5] [added: 25.0] | | % | | | | [added: 9.5] | | [added: %] |

[removed: 2020 Compared to 2019][added: | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |]

Total sales increased [removed: 24.5%] [added: 32.0%] on a year-over-year basis in [removed: 2020] [added: 2021] primarily as a result of an increase in [added: core] sales [added: resulting] from [added: the factors discussed below by segment as well as an increase in sales from] acquired businesses, net of divestitures, primarily due to the acquisition of [removed: Cytiva, as well as an increase in core sales resulting from the factors discussed below by segment.][added: Cytiva.]

Operating profit margins were [removed: 19.0%] [added: 25.3%] for the year ended December 31, [removed: 2020] [added: 2021] as compared to [removed: 18.3%] [added: 19.0%] in [removed: 2019.][added: 2020.]

[removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] operating profit margin comparisons were favorably impacted by:

- Higher [removed: 2020] [added: 2021] core sales volumes, [removed: lower overall spending levels for business travel and other business activities as a result] [added: an increased proportion] of [removed: the pandemic and] [added: sales of higher margin product lines,] incremental year-over-year cost savings associated with [removed: the continued] [added: continuing] productivity improvement initiatives [removed: taken in 2020] and [removed: 2019,] [added: the impact of foreign currency exchange rates in 2021,] net of incremental year-over-year costs associated with various new product development and sales, service and marketing growth investments [added: and incremental year-over-year material and labor costs] - [removed: 170] [added: 560] basis points

- The incremental accretive effect in [removed: 2020] [added: 2021] of acquired [removed: businesses (including Cytiva),] [added: businesses,] net of product line dispositions which did not qualify as discontinued operations - [removed: 125] [added: 60] basis points

Foreign currency exchange rates contributed 1.5% and acquisitions contributed 7.5% to the increase in revenues in 2021.

Core sales increased 23.0% in 2021 compared to 2020 and core sales including Cytiva increased 25.0% in 2021 compared to 2020 (for the definition of “core sales” and “core sales including Cytiva” refer to “—Results of Operations” below).

While differences exist among the

As the conditions related to the pandemic improved in many geographies in 2021 compared to 2020, the Company generally experienced increased demand in the end-markets it serves.

In addition to the improving pandemic conditions, development and production related to COVID-19 vaccines and therapeutics among biotechnology and pharmaceutical customers continued to generate strong demand for bioprocessing and genomic products in the Company’s Life Sciences segment and COVID-19 related testing generated strong demand primarily in the Company’s molecular diagnostics testing business in the Diagnostics segment and in the Company’s flow cytometry, genomics, lab automation, centrifugation, particle counting and characterization business and the genomics consumables business in the Life Sciences segment.

Core sales in high-growth markets grew approximately 30% in 2021 as compared to 2020, with broad-based growth across these markets, led by growth in China.

The increase in net earnings in 2021 as compared to 2020 was driven by increased sales in the Company’s existing businesses and sales from acquired businesses, partially offset by the impact of the modification and partial termination of a prior commercial arrangement and resolution of the associated litigation.

For a discussion of the impact of supply chain disruptions, labor availability constraints and increased labor costs on our businesses in 2021, please see “Item 1.

Business – Materials.”

While we expect overall demand for the Company’s COVID-19 related products to moderate as and to the extent the pandemic subsides, as the pandemic evolves toward endemic status we believe a level of demand for the Company’s products that support COVID-19 related vaccines and therapeutics (including initiatives that seek to prevent or mitigate similar, future pandemics) and COVID-19 testing will continue.

However, on a relative basis, we expect the level of ongoing demand for products supporting COVID-19 testing will be subject to more fluctuations in demand than the level of demand for products supporting COVID-19 related vaccines and therapeutics.

The Company’s ability to satisfy COVID-19 related demand will also depend in part upon the expansion of our production capacity in these areas.

business remains highly uncertain, but may be materially negative to certain elements of our business.

The potential negative impact will depend on future developments including but not limited to:

- the degree of spread and severity of COVID-19 variants such as Omicron; and

Risk Factors” section of this Annual Report.

Acquisitions

On August 30, 2021, the Company acquired Aldevron, L.L.C. (“Aldevron”) for a cash purchase price of approximately $9.6 billion (the “Aldevron Acquisition”).

Aldevron manufactures high-quality plasmid DNA, mRNA and proteins, serving biotechnology and pharmaceutical customers across research, clinical and commercial applications, and is now part of the Company’s Life Sciences segment.

Aldevron generated revenues of approximately $300 million in 2020.

The Company financed the Aldevron Acquisition using cash on hand and proceeds from the issuance of commercial paper.

Beginning in the second quarter

of 2021, Cytiva sales are included in core sales, and therefore the measure “core sales including Cytiva” is no longer provided for quarterly periods beginning with the second quarter of 2021.

| Currency exchange rates | | | (1.5) | | % | | | | — | | % |

2021 Sales Compared to 2020

The impact of currency translation increased reported sales by 1.5% on a year-over-year basis in 2021 primarily due to the favorable impact of the weakening of the U.S. dollar against most other major currencies in 2021.

- Third quarter 2021 impact of the modification and partial termination of a prior commercial arrangement and resolution of the associated litigation - 185 basis points

- Full year 2021 acquisition-related fair value adjustments to inventory and transaction costs deemed significant, in each case related to the acquisition of Aldevron - 20 basis points

| | | | 2021 vs. 2020 | | | | | | 2020 vs. 2019 | | |

2021 Sales Compared to 2020

During 2021, total Life Sciences segment sales increased 41.5% primarily as a result of increased core sales resulting from the factors discussed below and increased sales from acquisitions.

In addition, the impact of currency translation increased reported sales by 2.0% in 2021 compared to 2020, primarily due to the favorable impact of the weakening of the U.S. dollar in 2021 compared to 2020.

On an overall basis, in 2021 the Life Sciences segment saw continued strong demand for products supporting customers in the pursuit and production of COVID-19-related vaccines and therapeutics as well as broad strength across its other product lines.

In 2021, core sales for the filtration, separation and purification technologies business increased compared to 2020 due to strong demand for these products led by the biopharmaceutical and the microelectronics end-markets, partially offset by weaker demand in the aerospace end-market.

Core sales for the Company’s flow cytometry, genomics, lab automation, centrifugation, particle counting and characterization business increased in 2021 across all major geographies, led by North America and Western Europe.

Core sales for the business were driven by demand earlier in the year for genomic sample preparation consumables related to COVID-19 as well as demand for flow cytometry products.

Core sales in the mass spectrometry business increased in 2021 across all major end-markets driven in part by demand for new products.

Geographically, demand for these products increased across all major geographies, led by North America, Western Europe and China.

Since acquisition, Aldevron has seen sales growth in all major product lines compared to the prior year period.

2021 vs. 2020 operating profit margin comparisons were favorably impacted by:

The Company continues to actively monitor the pandemic and has taken and intends to continue taking steps to identify and mitigate

We are also working with our suppliers to understand the existing and potential future negative impacts to our supply chain and take actions in an effort to mitigate such impacts.

To date we have not experienced any significant supply chain disruptions.

Cytiva, net of the product line divestitures required for regulatory approval of the acquisition, contributed approximately 1,800 basis points to the increase in the Company’s total sales in 2020 compared to 2019.

We estimate that COVID-19 related demand contributed between approximately 700 to 750 basis points to the Company’s core sales growth including Cytiva in 2020 compared to 2019 (for the definition of “core sales including Cytiva,” refer to “—Results of Operations” below).

As and to the extent the COVID-19 pandemic subsides we expect the demand for products and services related to COVID-19 will also subside.

As further discussed below, while COVID-19 has positively impacted revenues for certain of our businesses, the pandemic and response thereto had a material negative impact on revenues and profitability in other of our businesses in 2020 and, while conditions overall improved sequentially from the second quarter through the end of 2020, the global demand for many of our products and services may remain depressed at least in the near-term if not longer.

As noted below and subject to the assumptions discussed below, the Company expects core sales and core sales including Cytiva to grow in the first quarter of 2021 compared to the prior year.

- the pace at which medical providers resume patient care and testing that is not related to the COVID-19 pandemic, the timing of when research performed by laboratories and other institutions return to normal levels, and payment and funding dynamics related to the foregoing; and

- the development and rate of adoption of the products we are offering to help address the pandemic and the effects thereof; competitive product launches and related pricing pressure; impacts from changes in the mix of our product offerings; and the degree to which COVID-19 testing solutions and vaccines are made available and utilized.

Acquisitions, primarily Cytiva, contributed 18.0% to the increase in sales in 2020.

This demand, together with the Company’s continued investments in sales growth initiatives and the other business-specific factors discussed below, contributed to year-over-year core sales growth of 6.5% and core sales growth including Cytiva of 9.5% (for the definition of “core sales” refer to “—Results of Operations” below).

From the date of Danaher’s acquisition of Cytiva on March 31, 2020 through December 31, 2020, Cytiva’s core sales grew more than 30% (compared to the comparable 2019 period when the Cytiva business was owned by General Electric Company (“GE”)) reflecting strength in

its served markets and its support in helping its customers develop and produce vaccines for COVID-19.

Core sales in high-growth markets grew at a mid-single digit rate in 2020 as compared to 2019 as growth in China and other high-growth markets in the second half of 2020 more than offset declines in China during the first quarter due to the impact of the COVID-19 pandemic.

The increase in net earnings in 2020 as compared to 2019 was driven by net earnings from increased sales in the Company’s existing businesses, net earnings from Cytiva, the 2020 gain on sale of product lines, and the provision for uncertain tax positions recorded in the first quarter of 2019 discussed below in “—Results of Operations—Income Taxes”, partially offset by the 2019 gain on the disposition of Envista Holdings Corporation.

While the ultimate impact of COVID-19 on future periods is highly uncertain, the Company expects core sales and core sales including Cytiva to grow in the first quarter of 2021, assuming the negative impact of the pandemic does not increase in the United States and internationally.

Demand for instruments and consumables related to COVID-19-related testing capabilities as well as supporting customers in pursuit of new COVID-19-related treatments and vaccines are expected to continue to drive growth in 2021 while the performance of the Company’s other businesses is expected to continue to improve.

As discussed above, an increase of the COVID-19 infection rate and the re-imposition of government required restrictions could have a material negative impact on the Company’s financial statements.

Acquisitions and Dispositions

On March 31, 2020, the Company acquired the Biopharma business of GE’s Life Sciences division, now known as Cytiva, for a cash purchase price of approximately $20.7 billion (net of approximately $0.1 billion of acquired cash) and the assumption of approximately $0.4 billion of pension liabilities (the “Cytiva Acquisition”).

Cytiva is a leading provider of instruments, consumables and software that support the research, discovery, process development and manufacturing workflows of biopharmaceutical drugs.

Cytiva is included in the Company’s Life Sciences segment results beginning in the second quarter of 2020.

Envista Disposition

On September 20, 2019, Envista Holdings Corporation (“Envista”), a Danaher subsidiary at the time, completed an underwritten IPO of 30.8 million shares of its common stock, (the “IPO”), which represented 19.4% of Envista’s outstanding shares at the time of the offering, at a public offering price of $22.00 per share.

In connection with the completion of the IPO, through a series of equity and other transactions, the Company transferred its dental businesses to Envista (the “Separation”).

On December 18, 2019, Danaher completed the disposition of its remaining 80.6% ownership of Envista common stock through a split-off exchange offer, which resulted in Danaher’s repurchase of 22.9 million shares of Danaher common stock in exchange for the remaining shares of Envista common stock held by Danaher (the “Split-Off”).

The IPO, Separation and Split-Off are collectively referred to as the “Envista Disposition”.

As a result, the Company recognized a gain on the disposition of $451 million in the fourth quarter of 2019 equal to the difference between the fair value of the Danaher common stock tendered in the exchange offer and the carrying value of Envista common stock.

The accounting requirements for reporting Envista as a discontinued operation were met when the Split-Off was completed.

UK’s referendum decision to exit the EU (“Brexit”)

For a discussion of Brexit and certain risks and implications thereof for the Company, refer to “Item 1A—Risk Factors”.

The impact of currency translation did not have a significant impact on reported sales on a year-over-year basis in 2020 as the negative impact of a stronger U.S. dollar in the first half of 2020 was offset by the favorable impact of the weakening of the U.S. dollar in the second half of 2020.

Currency exchange rates had a negligible impact on total sales in 2020 compared to 2019.

During 2020, increased demand for instruments and consumables used for COVID-19 related applications in the bioprocessing end-market was partially offset by lower demand in certain non-COVID-19 applications as a result of the response to the pandemic.

The Company saw lower demand for equipment late in the first quarter and in the second quarter as the COVID-19 pandemic spread around the world, academic research labs closed late in the first quarter of 2020 and customers deferred purchases of larger instruments.

The Company saw the gradual reopening of certain research labs later in 2020 as the pandemic subsided, although the recurrence of the pandemic in certain geographies has required certain labs to remain closed or operate at a lower capacity.

Core sales for filtration, separation and purification technologies increased across most major geographies on a year-over-year basis led by Western Europe, China and North America.

Demand for filtration, separation and purification technologies was led by COVID-19 related demand in the biopharmaceutical end-market, partially offset by weaker demand in the fluid technology and asset protection and aerospace end-markets.

Core sales of microscopy products decreased on a year-over-year basis across all major product lines, primarily due to lower demand in the medical, industrial, and life science research end-markets.

Danaher is a global science and technology innovator committed to helping [removed: its] customers solve complex challenges and improving quality of life around the world.

- strengthening our competitive advantage through consistent application of [removed: the] DBS tools;

As reflected in our logo, DBS features five [removed: fundamental] core [removed: values:][added: values (the “Core Values”):]

[removed: ][added: ]

Underpinned by these five [removed: fundamental core values] [added: Core Values] as well as our Shared Purpose – *Helping Realize Life’s Potential*, the DBS tools are organized into three pillars that are designed to apply to every aspect of our business: Growth, Lean and Leadership.

The idea for Danaher originated in the early [removed: 1980’s] [added: 1980s] when the Company’s founders, Steven M. and Mitchell P.

Through a series of acquisitions and divestitures, Danaher has evolved over time [removed: from a more industrial-oriented company] into the science and technology innovator it is today.

Sales in [removed: 2020] [added: 2021] by geographic destination (geographic destination refers to the geographic area where the final sale to the Company’s unaffiliated customer is made) as a percentage of total [removed: 2020] [added: 2021] sales were: North America, 40% (including [removed: 39%] [added: 38%] in the United States); Western Europe, 24%; other developed markets, [removed: 6%;] [added: 5%;] and high-growth markets, [removed: 30%.][added: 31%.]

The [removed: Company’s] Life Sciences segment offers a broad range of instruments and consumables that are primarily used by customers to study the basic building blocks of life, including genes, proteins, metabolites and cells, in order to understand the causes of disease, identify new therapies, and test and manufacture new drugs and vaccines.

Sales in [removed: 2020] [added: 2021] for this segment by geographic destination (as a percentage of total [removed: 2020] [added: 2021] sales) were: North America, [removed: 37%;] [added: 36%;] Western Europe, [removed: 28%;] [added: 27%;] other developed markets, [removed: 7%;] [added: 6%;] and high-growth markets, [removed: 28%.][added: 31%.]

Danaher established the life sciences business in 2005 through the acquisition of Leica Microsystems and has expanded the business through numerous subsequent acquisitions, including the acquisitions of AB Sciex and Molecular Devices in 2010, Beckman Coulter in 2011, Pall in 2015, Phenomenex in 2016, IDT in [removed: 2018 and] [added: 2018,] Cytiva in [removed: 2020.][added: 2020 and Aldevron in 2021.]

The business’ workflow solutions include process chromatography instruments and consumables, cell culture media, single-use technologies, development instrumentation, [added: fill and finish,] lab [removed: filtration,] [added: filtration] and genomics consumables.

The business’ life sciences technologies facilitate the process of drug discovery, development, regulatory validation and production and are sold to [removed: biopharmaceutical, food and beverage] [added: biopharmaceutical] and medical customers.

The business’ technologies enhance the quality and efficiency of manufacturing processes and prolong equipment life in applications such as [removed: semiconductor equipment, airplanes,] [added: microelectronics, aircraft,] oil refineries, power generation turbines, petrochemical [removed: plants, municipal water] plants and [removed: mobile mining equipment.][added: food and beverage plants.]

[removed: *Cellular Analysis,] [added: *Flow Cytometry, Genomics,] Lab [removed: Automation] [added: Automation, Centrifugation, Particle Counting] and [removed: Centrifugation*—The] [added: Characterization*—The] business offers workflow instruments and consumables that help researchers analyze genomic, protein and cellular information.

Key product areas include sample preparation equipment such as centrifugation and [removed: capillary electrophoresis instrumentation and] consumables; liquid handling automation instruments and associated consumables; flow cytometry instrumentation and associated antibodies and reagents; [removed: and] particle [added: counting and] characterization [removed: instrumentation.][added: instrumentation; and genomic sample preparation.]

[removed: The business also manufactures products] used in diagnostic tests for many forms of cancer, as well as inherited and infectious diseases.

Customers served by the Life Sciences segment select products based on a number of factors, including product quality and reliability, the product’s capacity to enhance productivity, innovation (particularly productivity and sensitivity improvements), product performance and ergonomics, access to a service and support network and the other factors described under “—Competition.” The businesses in Danaher’s Life Sciences segment market their products and services under key brands including [added: ALDEVRON,] BECKMAN COULTER, CYTIVA, IDT, LEICA MICROSYSTEMS, MOLECULAR DEVICES, PALL, PHENOMENEX and SCIEX.

Manufacturing facilities are located in North America, [removed: Europe, Asia] [added: Europe] and [removed: New Zealand.][added: Asia.]

The [removed: Company’s] Diagnostics segment offers [removed: analytical] [added: clinical] instruments, reagents, consumables, software and services that hospitals, physicians’ offices, reference laboratories and other critical care settings use to diagnose disease and make treatment decisions.

Sales in [removed: 2020] [added: 2021] for this segment by geographic destination (as a percentage of total [removed: 2020] [added: 2021] sales) were: North America, [removed: 43%;] [added: 44%;] Western Europe, 19%; other developed markets, 5%; and high-growth markets, [removed: 33%.][added: 32%.]

*Core Lab [removed: Diagnostics*—The] [added: - Clinical*—The] core [removed: lab] [added: lab-clinical] business is a leading manufacturer and marketer of biomedical testing instruments, systems and related consumables that are used to evaluate and analyze samples made up of body [removed: fluids, cells] [added: fluids] and [removed: other substances.][added: cells.]

The business’ hematology systems use principles of physics, optics, electronics and chemistry to separate [added: and interrogate] cells of diagnostic interest and then [removed: quantify and] characterize [added: and quantify] them, allowing clinicians to study formed elements in blood (such as red and white blood cells and platelets).

[removed: - Microbiology] [added: These] systems [removed: are used for the identification of bacteria and antibiotic susceptibility testing (ID/AST) from human clinical samples, to] detect and quantify bacteria related to microbial infections in urine, blood, and other body fluids, and [removed: to] [added: also] detect infections such as urinary tract infections, pneumonia and wound infections.

- Automation systems reduce manual operation and associated cost and errors from the pre-analytical through post-analytical [removed: stages] [added: stages,] including sample barcoding/information tracking, centrifugation, aliquoting, storage and conveyance.

These [removed: systems] [added: systems,] along with the analyzers described [removed: above] [added: above,] are controlled through [removed: laboratory level] [added: laboratory-level] software that enables laboratory managers to monitor samples, results and lab efficiency.

[removed: *Critical] [added: *Acute] Care Diagnostics*—The [removed: critical] [added: acute] care diagnostics business is a leading worldwide provider of instruments, software and related consumables and services that are used in both laboratory and point-of-care environments to rapidly measure critical parameters, including blood gases, electrolytes, metabolites and cardiac markers, as well as for anemia and high-sensitivity glucose testing.

[removed: *Anatomical Pathology] [added: *Pathology] Diagnostics*—The [removed: anatomical] pathology diagnostics business is a leader in the anatomical pathology industry, offering a comprehensive suite of instrumentation and related consumables used across the entire workflow of a pathology laboratory.

The anatomical pathology diagnostics products include chemical and immuno-staining instruments, reagents, antibodies and consumables; tissue embedding, processing and slicing (microtomes) instruments and related reagents and consumables; slide cover-slipping and slide/cassette marking instruments; imaging instrumentation including slide scanners, microscopes and cameras; software solutions to store, share and analyze pathology images [removed: digitally] [added: digitally;] and minimally invasive, vacuum-assisted breast biopsy [removed: collection instruments.][added: and lesion excision instruments and breast surgery localization solutions.]

The [removed: Company’s] Environmental & Applied Solutions segment offers products and services that help protect [removed: important] [added: precious] resources and keep global food and water supplies safe.

Sales in [removed: 2020] [added: 2021] for this segment by geographic destination (as a percentage of total [removed: 2020] [added: 2021] sales) were: North America, [removed: 45%;] [added: 44%;] Western Europe, 23%; other developed markets, 3%; and high-growth markets, [removed: 29%.][added: 30%.]

Danaher entered the water quality sector in the late 1990’s through the acquisitions of Dr. Lange and Hach [removed: Company,] [added: Company] and has enhanced the geographic coverage and capabilities of its products and services through subsequent acquisitions, including the acquisition of Trojan Technologies Inc. in 2004 and ChemTreat, Inc. in 2007.

Customers in these industries choose suppliers based on a number of factors including the customer’s existing supplier relationships, application expertise, product performance and ease of use, the comprehensiveness of the supplier’s solutions offering, after-sales service and support and the other factors described under “—Competition.” The Company’s water quality businesses provide products under a variety of key brands, including [removed: CHEMTREAT, HACH, MCCROMETER, OTT HYDROMET, PALL WATER, SEA-BIRD and TROJAN TECHNOLOGIES.][added: AQUATIC INFORMATICS,]

*Product Identification*—The Company’s product identification business is a leading provider of [added: printers,] instruments, software, services and consumables for various color and appearance management, packaging design and quality management, packaging converting, printing, marking, coding and traceability applications for consumer, pharmaceutical and industrial products.

Danaher entered the product identification market through the acquisition of Videojet in 2002, and has expanded the product and geographic coverage through various subsequent acquisitions, including the acquisitions of [removed: Willett International Limited in 2003, Linx Printing Technologies PLC in 2005,] EskoArtwork in [removed: 2011, X-Rite in 2012, Laetus in 2015, Advanced Vision Technology Limited (“AVT”) in 2017] [added: 2011] and [removed: Blue Software] [added: X-Rite] in [removed: 2018.][added: 2012.]

- [removed: a variety of instruments,] [added: printers,] consumables and solutions used to give products unique identities by printing date, lot and bar codes and other information on primary and secondary packaging, applying high-quality alphanumeric codes, logos and graphics to a wide range of surfaces at a variety of production line speeds, angles and locations on a product or package.

The Company utilizes a number of techniques to address potential disruption in and other risks relating to its supply chain, including in certain cases the use of safety stock, alternative materials and qualification of multiple supply [added: sources.]

Because of the range of the products and services the Company sells and the variety of markets it serves, the Company encounters a wide variety of competitors, including well-established regional competitors, competitors who are more specialized than it is in particular markets, as well as [removed: larger] [added: large] companies or divisions of [removed: larger] [added: large] companies with substantial sales, marketing, research and financial capabilities.

The Company is facing increased competition in a number of its served markets as a result of the entry of [removed: new, large] [added: well-resourced] companies into certain markets, the entry of competitors based in low-cost manufacturing locations, [added: the development of competitive technologies by early-stage] and [added: emerging companies and] increasing consolidation in particular markets.

Management believes that the Company has a [removed: market] leadership position in many of the markets it serves.

The business also manufactures products

*Gene and Cell Therapy*—The business is a leading manufacturer of high-quality plasmid DNA, RNA and proteins.

These products are used in the research, development and manufacture of gene and cell therapies, DNA and RNA vaccines and gene editing technologies.

Typical users of these products include biotechnology companies and research institutions across discovery, clinical and commercial applications.

- Microbiology systems are used for the identification of bacteria and antibiotic susceptibility testing (ID/AST) from human clinical samples.

CHEMTREAT, HACH, MCCROMETER, OTT HYDROMET, PALL WATER, SEA-BIRD and TROJAN TECHNOLOGIES.

Direct and indirect impacts from the COVID-19 pandemic and other factors have resulted in supply chain disruptions (including in some cases shortages of supply, cost inflation and shipping delays), labor availability constraints and labor cost increases for a number of our businesses, especially during the latter part of 2021.

Our application of DBS tools and processes largely mitigated the impact thereof in 2021 and as a result these constraints did not have a material, adverse effect on the business in 2021.

However, the pressures noted above continue as of the date of this Annual Report.

In 2021, certain of our existing suppliers were unable to provide us with the quantity of certain components we required or informed us that they may

not be able to supply sufficient quantities of certain components in the future, and for certain components our supply on-hand was limited as of year-end 2021.

We are continuing to work with our suppliers to understand the existing and potential future impacts of these trends on our supply chain and we continue to take actions in an effort to mitigate such impacts, including purchasing components in the open market and qualifying additional suppliers.

If our suppliers cannot provide us with sufficient quantities of required components, there can be no assurance that we will be able to find alternative sources or that alternative sources will be available on terms and prices that are favorable to us.

Any disruption or delay in the supply of necessary components on reasonable terms and prices would adversely impact our business and financial statements.

In addition, higher absentee rates attributable to COVID-19 among our employees, including because of illness, quarantines, government actions, facility closures, or other restrictions resulting from COVID-19, have increased costs to and otherwise adversely impacted certain of our businesses and these impacts may continue.

Due to the speed with which these trends continue to develop and evolve and the uncertainty of their duration, we cannot assure you that these factors will not have an adverse impact on our business and financial statements in the future.

We have invested in comprehensive talent acquisition capabilities across all levels of recruitment (including robust branding, labor market analytics, advanced sourcing tools, leading technology and streamlined processes).

Our diversity attraction efforts are an important component of our overall talent acquisition strategy and focus on: (1) establishing and fostering partnerships with diverse organizations, and (2) effectively sourcing diverse talent.

We seek to continuously improve and sustain a diverse and inclusive culture free of systemic bias and where all associates feel they belong.

Danaher’s Office of Diversity + Inclusion is led by our Vice President of Global Diversity + Inclusion, who is responsible for the execution of Danaher’s D+I strategy and reports to Danaher’s Senior Vice President of Human Resources.

Both serve on the Danaher Diversity + Inclusion Council along with executives who lead our businesses.

The D+I Council is responsible for overseeing Danaher’s D+I strategic direction; creating D+I accountability measures; and operationalizing D+I initiatives and programming across our businesses.

We have leveraged DBS with the goal of driving progress on diversity representation and inclusive culture, including by requiring all of our operating companies to implement a D+I Policy Deployment initiative in each of 2021 and 2022.

As of December 31, 2021, (1) 37% of our total associates were female and females represented 31%, 33% and 39% of our executives/senior leaders, managers and individual contributors, respectively; and (2) 39% of our total U.S. associates were People of Color and People of Color represented 22%, 31% and 41% of our U.S. executives/senior leaders, managers and individual contributors, respectively.

P4G guides associates and their managers in setting clear personal

performance goals aligned to our strategic priorities.

Annual reviews under the program assess performance against these formal, annual objectives and against our leadership anchors.

We have also implemented safety precautions on a facility-specific basis.

The results of our 2021 Associate Engagement Survey questions relating to the pandemic validate the impact of these efforts: 87% of surveyed associates believe that associate well-being and safety is Danaher’s priority, and 90% of surveyed associates feel supported by their direct supervisor in adapting to changes due to the pandemic.

with.

Regulatory requirements in the United Kingdom (“UK”) are also changing as a result of Brexit (the UK’s withdrawal from the EU).

Complying with the EU MDR, EU IVDR and the evolving regulatory scheme in the UK requires modifications to our

Similar reporting requirements have also been enacted on the state level, and an increasing number of

Risk Factors”.

On March 31, 2020, the Company acquired the Biopharma business of General Electric Company’s (“GE”) Life Sciences division, now known as Cytiva, for a cash purchase price of approximately $20.7 billion (net of approximately $0.1 billion of acquired cash) and the assumption of approximately $0.4 billion of pension liabilities (the “Cytiva Acquisition”).

Cytiva is a leading provider of instruments, consumables and software that support the research, discovery, process development and manufacturing workflows of biopharmaceutical drugs.

Cytiva is included in the Company’s Life Sciences segment results beginning in the second quarter of 2020.

The acquisition has provided and is expected to provide additional sales and earnings growth opportunities for the Company’s Life Sciences segment by expanding the business’ geographic and product line diversity, including new product and service offerings that complement the Company’s current biologics workflow solutions.

As a condition to obtaining certain regulatory approvals for the closing of the transaction, the Company was required to divest

certain of its existing product lines in the Life Sciences segment that in the aggregate generated revenues of approximately $170 million in 2019.

sources.

During 2020, the Company had no raw material shortages that had a material effect on the business.

Danaher’s talent acquisition strategy is focused on broadening our candidate pools, which we believe will increase underrepresented talent throughout the Company.

Danaher’s Diversity + Inclusion Council (including Danaher’s Senior Vice President of Human Resources, Vice President of Diversity + Inclusion and multiple other executive officers) oversees the development and execution of our diversity and inclusion (“D+I”) strategy.

As of December 31, 2020, 36% of our total associates were female; 29% of our managerial associates were female; 33% of our total U.S. associates were People of Color; and 25% of our U.S. managerial associates were People of Color.

We have focused on implementing safety precautions on a facility-specific basis, such as wearing appropriate protective equipment, social distancing measures, work-from-home requirements where feasible and in many cases staggered work shifts, restricted work zones and daily temperature screenings.

The results of our 2020 Associate Engagement Survey validate the impact of these efforts: 88% of surveyed associates felt satisfied with Danaher’s efforts to care for associates during the pandemic, while 93% of surveyed associates agreed that their leaders took actions to maintain a safe work environment.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

As of February [removed: 5, 2021,] [added: 4, 2022,] the number of shares of Registrant’s common stock outstanding was [removed: 712,204,198.][added: 715,352,586.]

The aggregate market value of common stock held by non-affiliates of the Registrant on July [removed: 3, 2020] [added: 2, 2021] was [removed: $113.2] [added: $173.7] billion, based upon the closing price of the Registrant’s common stock as quoted on the New York Stock Exchange on such date.

Part III incorporates certain information by reference from the Registrant’s proxy statement for its [removed: 2021] [added: 2022] annual meeting of shareholders to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end.

With the exception of the sections of the [removed: 2021] [added: 2022] Proxy Statement specifically incorporated herein by reference, the [removed: 2021] [added: 2022] Proxy Statement is not deemed to be filed as part of this Form 10-K.

| [INFORMATION RELATING TO FORWARD-LOOKING [removed: STATEMENTS](#i65a549bf0b8f4d6fbd29042e49b40614_10)] [added: STATEMENTS](#ia72a687f7b8a4bb1b43219ab5b663314_10)] | | | | | | | | | [removed: [1](#i65a549bf0b8f4d6fbd29042e49b40614_10)] [added: [1](#ia72a687f7b8a4bb1b43219ab5b663314_10)] | | |

| | | | Item 1. | | | [removed: [Business](#i65a549bf0b8f4d6fbd29042e49b40614_16)] [added: [Business](#ia72a687f7b8a4bb1b43219ab5b663314_16)] | | | [removed: [3](#i65a549bf0b8f4d6fbd29042e49b40614_16)] [added: [3](#ia72a687f7b8a4bb1b43219ab5b663314_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#i65a549bf0b8f4d6fbd29042e49b40614_34)] [added: Factors](#ia72a687f7b8a4bb1b43219ab5b663314_31)] | | | [removed: [15](#i65a549bf0b8f4d6fbd29042e49b40614_34)] [added: [16](#ia72a687f7b8a4bb1b43219ab5b663314_31)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i65a549bf0b8f4d6fbd29042e49b40614_37)] [added: Comments](#ia72a687f7b8a4bb1b43219ab5b663314_34)] | | | [removed: [33](#i65a549bf0b8f4d6fbd29042e49b40614_37)] [added: [34](#ia72a687f7b8a4bb1b43219ab5b663314_34)] | | |

| | | | Item 2. | | | [removed: [Properties](#i65a549bf0b8f4d6fbd29042e49b40614_40)] [added: [Properties](#ia72a687f7b8a4bb1b43219ab5b663314_37)] | | | [removed: [33](#i65a549bf0b8f4d6fbd29042e49b40614_40)] [added: [34](#ia72a687f7b8a4bb1b43219ab5b663314_37)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#i65a549bf0b8f4d6fbd29042e49b40614_43)] [added: Proceedings](#ia72a687f7b8a4bb1b43219ab5b663314_40)] | | | [removed: [33](#i65a549bf0b8f4d6fbd29042e49b40614_43)] [added: [34](#ia72a687f7b8a4bb1b43219ab5b663314_40)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i65a549bf0b8f4d6fbd29042e49b40614_46)] [added: Disclosures](#ia72a687f7b8a4bb1b43219ab5b663314_43)] | | | [removed: [34](#i65a549bf0b8f4d6fbd29042e49b40614_46)] [added: [34](#ia72a687f7b8a4bb1b43219ab5b663314_43)] | | |

| | | | | | | [Information About Our Executive [removed: Officers](#i65a549bf0b8f4d6fbd29042e49b40614_49)] [added: Officers](#ia72a687f7b8a4bb1b43219ab5b663314_46)] | | | [removed: [34](#i65a549bf0b8f4d6fbd29042e49b40614_49)] [added: [35](#ia72a687f7b8a4bb1b43219ab5b663314_46)] | | |

| | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i65a549bf0b8f4d6fbd29042e49b40614_55)] [added: Securities](#ia72a687f7b8a4bb1b43219ab5b663314_52)] | | | [removed: [36](#i65a549bf0b8f4d6fbd29042e49b40614_55)] [added: [36](#ia72a687f7b8a4bb1b43219ab5b663314_52)] | | |

| | | | Item 6. | | | [Not [removed: Applicable](#i65a549bf0b8f4d6fbd29042e49b40614_55)] [added: Applicable](#ia72a687f7b8a4bb1b43219ab5b663314_52)] | | | [removed: [36](#i65a549bf0b8f4d6fbd29042e49b40614_55)] [added: [36](#ia72a687f7b8a4bb1b43219ab5b663314_52)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i65a549bf0b8f4d6fbd29042e49b40614_61)] [added: Operations](#ia72a687f7b8a4bb1b43219ab5b663314_55)] | | | [removed: [37](#i65a549bf0b8f4d6fbd29042e49b40614_61)] [added: [37](#ia72a687f7b8a4bb1b43219ab5b663314_55)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i65a549bf0b8f4d6fbd29042e49b40614_124)] [added: Risk](#ia72a687f7b8a4bb1b43219ab5b663314_118)] | | | [removed: [58](#i65a549bf0b8f4d6fbd29042e49b40614_124)] [added: [56](#ia72a687f7b8a4bb1b43219ab5b663314_118)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i65a549bf0b8f4d6fbd29042e49b40614_127)] [added: Data](#ia72a687f7b8a4bb1b43219ab5b663314_121)] | | | [removed: [59](#i65a549bf0b8f4d6fbd29042e49b40614_127)] [added: [57](#ia72a687f7b8a4bb1b43219ab5b663314_121)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i65a549bf0b8f4d6fbd29042e49b40614_253)] [added: Disclosure](#ia72a687f7b8a4bb1b43219ab5b663314_214)] | | | [removed: [118](#i65a549bf0b8f4d6fbd29042e49b40614_253)] [added: [111](#ia72a687f7b8a4bb1b43219ab5b663314_214)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#i65a549bf0b8f4d6fbd29042e49b40614_256)] [added: Procedures](#ia72a687f7b8a4bb1b43219ab5b663314_217)] | | | [removed: [118](#i65a549bf0b8f4d6fbd29042e49b40614_256)] [added: [111](#ia72a687f7b8a4bb1b43219ab5b663314_217)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#i65a549bf0b8f4d6fbd29042e49b40614_259)] [added: Information](#ia72a687f7b8a4bb1b43219ab5b663314_220)] | | | [removed: [118](#i65a549bf0b8f4d6fbd29042e49b40614_259)] [added: [111](#ia72a687f7b8a4bb1b43219ab5b663314_220)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i65a549bf0b8f4d6fbd29042e49b40614_265)] [added: Governance](#ia72a687f7b8a4bb1b43219ab5b663314_226)] | | | [removed: [118](#i65a549bf0b8f4d6fbd29042e49b40614_265)] [added: [111](#ia72a687f7b8a4bb1b43219ab5b663314_226)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#i65a549bf0b8f4d6fbd29042e49b40614_268)] [added: Compensation](#ia72a687f7b8a4bb1b43219ab5b663314_229)] | | | [removed: [118](#i65a549bf0b8f4d6fbd29042e49b40614_268)] [added: [112](#ia72a687f7b8a4bb1b43219ab5b663314_229)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i65a549bf0b8f4d6fbd29042e49b40614_271)] [added: Matters](#ia72a687f7b8a4bb1b43219ab5b663314_232)] | | | [removed: [119](#i65a549bf0b8f4d6fbd29042e49b40614_271)] [added: [112](#ia72a687f7b8a4bb1b43219ab5b663314_232)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i65a549bf0b8f4d6fbd29042e49b40614_274)] [added: Independence](#ia72a687f7b8a4bb1b43219ab5b663314_235)] | | | [removed: [119](#i65a549bf0b8f4d6fbd29042e49b40614_274)] [added: [112](#ia72a687f7b8a4bb1b43219ab5b663314_235)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i65a549bf0b8f4d6fbd29042e49b40614_277)] [added: Services](#ia72a687f7b8a4bb1b43219ab5b663314_238)] | | | [removed: [119](#i65a549bf0b8f4d6fbd29042e49b40614_277)] [added: [112](#ia72a687f7b8a4bb1b43219ab5b663314_238)] | | |

| | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i65a549bf0b8f4d6fbd29042e49b40614_283)] [added: Schedules](#ia72a687f7b8a4bb1b43219ab5b663314_244)] | | | [removed: [120](#i65a549bf0b8f4d6fbd29042e49b40614_283)] [added: [113](#ia72a687f7b8a4bb1b43219ab5b663314_244)] | | |

- We face intense competition and if we are unable to compete effectively, we may experience decreased demand and [removed: decreased] market share.

- Our growth depends [removed: in part] on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation.

- [removed: International] [added: Non-U.S.] economic, political, legal, compliance, social and business factors (including [removed: without limitation] the [removed: impact of the] United Kingdom’s departure from the European [removed: Union)] [added: Union (“EU”))] can negatively affect our business and financial statements.

- Any inability to consummate acquisitions at our historical rate and [removed: at] appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our [removed: growth rate and stock price.][added: business.]

[removed: In addition, our] [added: Our] acquisition of businesses, investments, joint ventures and other strategic relationships could [added: also] negatively impact our business and financial statements and our indemnification rights may not fully protect us from liabilities [removed: we may incur] related [removed: to such transactions.][added: thereto.]

- If we encounter problems manufacturing products, fail to adjust our manufacturing capacity or related purchases to reflect changing conditions, or suffer disruptions due to sole or limited sources of [removed: supply,] [added: supply or due to limited availability of labor,] our business and financial statements may suffer.

- Any inability to adequately protect or avoid [removed: third party] [added: third-party] infringement of our intellectual property, and [removed: third party] [added: third-party] claims [removed: that] we are infringing [removed: their] intellectual property rights, can adversely affect our business and financial statements.

- Our outstanding debt has increased significantly as a result of [removed: the acquisition of Cytiva,] [added: acquisitions,] and we may incur additional debt in the future.

- Our businesses are subject to extensive regulation (including [removed: without limitation regulations] applicable to the healthcare industry).

Failure to comply with those regulations (including [removed: without limitation] by our employees, agents or business partners) or significant developments or changes in U.S. laws or policies can adversely affect our business and financial statements.

Changes in governmental regulations can also reduce demand for our [removed: products or services] [added: offerings] or increase our expenses.

- With respect to the regulated medical devices we offer, certain modifications to such products may require new [added: regulatory clearance (such as] 510(k) [removed: clearances] [added: clearances)] or other marketing authorizations and may require us to recall or cease marketing such products; off-label marketing of such products could result in [removed: substantial] penalties; and clinical trials we conduct with respect to such [added: products or potential products may have results that are unexpected or are perceived unfavorably by the market, all of which could adversely affect our business and financial statements.]

| | | | | | | | | |

| [PART I](#ia72a687f7b8a4bb1b43219ab5b663314_13) | | | | | | | | | | | |

| [PART II](#ia72a687f7b8a4bb1b43219ab5b663314_49) | | | | | | | | | | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ia72a687f7b8a4bb1b43219ab5b663314_2097) | | | [111](#ia72a687f7b8a4bb1b43219ab5b663314_2097) | | |

| [PART III](#ia72a687f7b8a4bb1b43219ab5b663314_223) | | | | | | | | | | | |

| [PART IV](#ia72a687f7b8a4bb1b43219ab5b663314_241) | | | | | | | | | | | |

| | | | Item 16. | | | [Form 10-K Summary](#ia72a687f7b8a4bb1b43219ab5b663314_247) | | | [113](#ia72a687f7b8a4bb1b43219ab5b663314_244) | | |

- Climate change, or legal or regulatory measures to address climate change, may negatively affect us.

- Our success depends on our ability to recruit, retain and motivate talented employees representing diverse backgrounds, experiences and skill sets.

- Our By-law exclusive forum provisions could limit our stockholders’ ability to choose their preferred judicial forum for disputes with us or our directors, officers or employees.

| 2.500% Senior Notes due 2025 | | | DHR/25 | | | New York Stock Exchange | | |

| [PART I](#i65a549bf0b8f4d6fbd29042e49b40614_13) | | | | | | | | | | | |

| [PART II](#i65a549bf0b8f4d6fbd29042e49b40614_52) | | | | | | | | | | | |

| [PART III](#i65a549bf0b8f4d6fbd29042e49b40614_262) | | | | | | | | | | | |

| [PART IV](#i65a549bf0b8f4d6fbd29042e49b40614_280) | | | | | | | | | | | |

| | | | Item 16. | | | [Form 10-K Summary](#i65a549bf0b8f4d6fbd29042e49b40614_286) | | | [120](#i65a549bf0b8f4d6fbd29042e49b40614_283) | | |

Investment in our securities involves risk and uncertainty and you should carefully consider all information in this Annual Report on Form 10-K prior to making an investment decision regarding our securities.

products or potential products may have results that are unexpected or are perceived unfavorably by the market, all of which could adversely affect our business and financial statements.

As of December 31, [removed: 2020,] [added: 2021,] the Company had facilities in over 60 countries, including approximately [removed: 239] [added: 247] significant administrative, sales, research and development, manufacturing and distribution facilities.

[removed: 98] [added: 91] of these facilities are located in the United States in over 20 states and [removed: 141] [added: 156] are located outside the United States, primarily in Europe and to a lesser extent in Asia, South America, the rest of North America and Australia.

Set forth below are the names, ages, positions and experience of Danaher’s executive officers as of February [removed: 5, 2021.][added: 4, 2022.]

| Steven M. Rales | | | | | | [removed: 69] [added: 70] | | | | | | Chairman of the Board | | | | | | 1984 | | |

| Mitchell P. Rales | | | | | | [removed: 64] [added: 65] | | | | | | Chairman of the Executive Committee | | | | | | 1984 | | |

| Rainer M. Blair | | | | | | [removed: 56] [added: 57] | | | | | | President and Chief Executive Officer | | | | | | 2014 | | |

| Matthew R. McGrew | | | | | | [removed: 49] [added: 50] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | 2019 | | |

| Jennifer L. Honeycutt | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President | | | | | | 2021 | | |

| Joakim Weidemanis | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President | | | | | | 2017 | | |

| Brian W. Ellis | | | | | | [removed: 54] [added: 55] | | | | | | Senior Vice President – General Counsel | | | | | | 2016 | | |

| Jose-Carlos Gutierrez-Ramos | | | | | | [removed: 58] [added: 59] | | | | | | Senior Vice President – Chief [removed: Scientific] [added: Science] Officer | | | | | | 2020 | | |

| William H. King | | | | | | [removed: 53] [added: 54] | | | | | | Senior Vice President – Strategic Development | | | | | | 2005 | | |

| Angela S. Lalor | | | | | | [removed: 55] [added: 56] | | | | | | Senior Vice President – Human Resources | | | | | | 2012 | | |

| Daniel A. Raskas | | | | | | [removed: 54] [added: 55] | | | | | | Senior Vice President – Corporate Development | | | | | | 2004 | | |

Mr. Rales is also a member of the board of directors of [removed: Fortive] [added: Colfax] Corporation, and is a brother of [removed: Mitchell P.][added: Steven M.]

Blair has served as President and Chief Executive Officer since September 2020, after serving as Executive Vice President from January 2017 to August [removed: 2020 and Vice President – Group Executive from March 2014 to January 2017.][added: 2020.]

Honeycutt has served as Executive Vice President since January 2021 after serving as Vice President – Group Executive from May 2019 until December [removed: 2020,] [added: 2020 and] President of Danaher’s Pall business from January 2017 until April [removed: 2019 and President of Danaher’s Beckman Life Sciences business from May 2013 until December 2016.][added: 2019.]

Jose-Carlos Gutierrez-Ramos has served as Senior Vice President – Chief [removed: Scientific] [added: Science] Officer since joining Danaher in December 2020.

| | | | | | | | | | | | | | | | | | | | | |

Mr. Rales is a brother of Mitchell P.

| Robert S. Lutz | | | | | | 63 | | | | | | Senior Vice President – Chief Accounting Officer | | | | | | 2002 | | |

Mr. Rales is also a member of the board of directors of Colfax Corporation and of Fortive Corporation, and is a brother of Steven M.

Robert S.

Lutz has served as Senior Vice President – Chief Accounting Officer since 2010.

As of February [removed: 5, 2021,] [added: 4, 2022,] there were [removed: 2,372] [added: 2,343] holders of record of Danaher’s common stock.

Except in connection with the Envista Split-Off in 2019, neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during [removed: 2020, 2019] [added: 2021, 2020] or [removed: 2018.][added: 2019.]

None

During the fourth quarter of 2020, holders of certain of the Company’s Liquid Yield Option Notes due 2021 (“LYONs”) converted such LYONs into an aggregate of 74 thousand shares of Danaher common stock, par value $0.01 per share.

In each case, the shares of common stock were issued solely to existing security holders upon conversion of the LYONs pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on this assessment, management concluded that, as of December 31, [removed: 2020,] [added: 2021,] the Company’s internal control over financial reporting is effective.

The Company completed the acquisition of [removed: Cytiva] [added: Aldevron] on [removed: March 31, 2020.][added: August 30, 2021.]

Since the Company has not yet fully incorporated the internal controls and procedures of [removed: Cytiva] [added: Aldevron] into the Company’s internal control over financial reporting, management excluded [removed: Cytiva] [added: Aldevron] from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

[removed: Cytiva] [added: Aldevron] constituted [removed: 36%] [added: 12%] of the Company’s total assets as of December 31, [removed: 2020] [added: 2021] and [removed: 15%] [added: less than 1%] of the Company’s total revenues for the year then ended.

This report dated February [removed: 24, 2021] [added: 23, 2022] appears on pages [removed: 60-61] [added: 58 and 59] of this Form 10-K.

We have audited Danaher Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Danaher Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

As indicated in the accompanying Report of Management on Danaher Corporation’s Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: Cytiva,] [added: Aldevron,] which is included in the [removed: 2020] [added: 2021] consolidated financial statements of the Company and constituted [removed: 36%] [added: 12%] of total assets as of December 31, [removed: 2020] [added: 2021] and [removed: 15%] [added: less than 1%] of the Company’s total revenue for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of [removed: Cytiva.][added: Aldevron.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 24, 2021] [added: 23, 2022] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Danaher Corporation and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 24, 2021] [added: 23, 2022] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Note [removed: 15] [added: 7] to the consolidated financial statements, the Company operates in the U.S. and multiple international tax jurisdictions and as a result files numerous tax returns in those locations. Uncertainty in a tax position may arise for multiple reasons, including because tax laws are subject to interpretation. For some matters, the Company uses judgment to (1) determine whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition. As of December 31, [removed: 2020,] [added: 2021,] the Company’s gross unrecognized tax benefits related to uncertain tax positions were approximately [removed: $1.2] [added: $1.1] billion. As further discussed in Note [removed: 15,] [added: 7,] if the Internal Revenue Service proposes adjustments related to the Company's self-insurance programs and if the Company is unsuccessful in defending its position the Company may be required to record a charge against future earnings. The Company believes its positions related to the self-insurance programs are more likely than not sustainable and accordingly has no unrecognized tax benefit related to these self-insurance programs. [added: Due to the inherent uncertainty in predicting the resolution of some of these tax matters, auditing the Company’s uncertain tax positions and the related unrecognized tax benefits is complex and required the use of tax subject matter resources to determine whether the more likely than not criteria was met.] | | |

| [added: *How We Addressed the Matter in Our Audit* | | | We tested controls over management’s accounting for uncertain tax positions, including assessment of the technical merits of tax positions.] To evaluate whether the technical merits of some uncertain tax positions are more likely than not sustainable, our audit procedures included, among others, evaluation of applicable tax law, court cases, tax regulations and other regulatory guidance by our tax subject matter resources. We also involved tax subject matter resources in verifying our understanding of the relevant facts and analysis by reading relevant correspondence with the tax authority and reading third-party advice obtained by management. We also evaluated the adequacy of the Company’s disclosures included in Note [removed: 15] [added: 7] to the consolidated financial statements in relation to these matters. | | | [removed: | | |]

| | | | Accounting for the Acquisition of [removed: Cytiva] [added: Aldevron] | | |

| [added: *Description of the Matter* | | | As discussed in Note 2 to the consolidated financial statements, on August 30, 2021, the Company acquired Aldevron, L.L.C. (“Aldevron”) for a purchase price of $9.6 billion. The transaction was accounted for as a business combination. As part of the allocation of the purchase price, the Company estimated the fair value of intangible assets other than goodwill to be $3.5 billion, comprised of trade names, developed technology and customer relationships.] Auditing the Company's accounting for its acquisition of [removed: Cytiva] [added: Aldevron] was complex due to the estimation uncertainty in determining the fair value of [removed: finite-lived] intangible [removed: assets.] [added: assets other than goodwill.] The estimation uncertainty was primarily due to the sensitivity of the respective assets’ fair value to underlying assumptions about the future performance of [removed: Cytiva] [added: Aldevron] and other related valuation assumptions. The significant assumptions used to estimate the value of these assets included discount rates and certain assumptions that form the basis of the forecasted results [added: of the acquired business] including [removed: revenue and EBITDA (Earnings Before Interest, Taxes, Depreciation] [added: earnings before interest, taxes, depreciation] and [removed: Amortization)] [added: amortization (“EBITDA”), revenue, revenue] growth rates, royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by future economic and market conditions. | | | [removed: | | |]

| [added: *How We Addressed the Matter in Our Audit* | | | We tested the Company's controls over its accounting for acquisitions, including controls over management’s review of the significant assumptions described above.] To test the estimated fair value of these intangible assets, we performed audit procedures that included, among others, evaluating the Company's use of the selected valuation [removed: model and] [added: model,] testing the significant assumptions used in the model and testing the completeness and accuracy of the underlying data. For example, we compared certain assumptions to current market and economic trends, to historical results of the acquired business, to assumptions used by guideline companies within the industry, and to internal communications and analysis. Our valuation specialists assisted with the evaluation of the valuation model selected and certain assumptions, including the discount rate, royalty rates and [removed: technological] [added: technology] obsolescence rates. | | | [removed: | | |]

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | | [added: | | |]

| Cash and equivalents | | | $ | [removed: 6,035] [added: 2,586] | | | | | $ | [removed: 19,912] [added: 6,035] | |

| Trade accounts receivable, less allowance for doubtful accounts of [removed: $132] [added: $124] as of December 31, [removed: 2020] [added: 2021] and [removed: $104] [added: $132] as of December 31, [removed: 2019] [added: 2020] | | | [removed: 4,045] [added: 4,631] | | | | | | [removed: 3,191] [added: 4,045] | | |

| Inventories | | | [removed: 2,292] [added: 2,767] | | | | | | [removed: 1,628] [added: 2,292] | | |

| Prepaid expenses and other current assets | | | [removed: 1,430] [added: 1,664] | | | | | | [removed: 865] [added: 1,430] | | |

| Total current assets | | | [removed: 13,802] [added: 11,648] | | | | | | [removed: 25,596] [added: 13,802] | | |

| Property, plant and equipment, net | | | [removed: 3,262] [added: 3,790] | | | | | | [removed: 2,302] [added: 3,262] | | |

| Other long-term assets | | | [removed: 2,395] [added: 3,719] | | | | | | [removed: 1,721] [added: 2,395] | | |

| Goodwill | | | [removed: 35,420] [added: 41,184] | | | | | | [removed: 22,713] [added: 35,420] | | |

| Other intangible assets, net | | | [removed: 21,282] [added: 22,843] | | | | | | [removed: 9,750] [added: 21,282] | | |

| Total assets | | | $ | [removed: 76,161] [added: 83,184] | | | | | $ | [removed: 62,082] [added: 76,161] | |

| Notes payable and current portion of long-term debt | | | $ | [removed: 11] [added: 8] | | | | | $ | [removed: 212] [added: 11] | |

| Trade accounts payable | | | [removed: 2,049] [added: 2,569] | | | | | | [removed: 1,515] [added: 2,049] | | |

| Accrued expenses and other liabilities | | | [removed: 5,342] [added: 5,563] | | | | | | [removed: 3,205] [added: 5,342] | | |

| Total current liabilities | | | [removed: 7,402] [added: 8,140] | | | | | | [removed: 4,932] [added: 7,402] | | |

| Other long-term liabilities | | | [removed: 7,789] [added: 7,699] | | | | | | [removed: 5,351] [added: 7,789] | | |

| Long-term debt | | | [removed: 21,193] [added: 22,168] | | | | | | [removed: 21,517] [added: 21,193] | | |

| Preferred stock, no par value, 15.0 million shares authorized; 1.65 million shares of 4.75% Mandatory Convertible Preferred Stock, Series A, issued and outstanding as of December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019;] [added: 2020;] 1.72 million shares of 5.00% Mandatory Convertible Preferred Stock, Series B, issued and outstanding as of December 31, [removed: 2020] [added: 2021] and [removed: no shares issued or outstanding as of] December 31, [removed: 2019] [added: 2020] | | | 3,268 | | | | | | [removed: 1,600] [added: 3,268] | | |

| Common stock - $0.01 par value, 2.0 billion shares authorized; [removed: 851.3] [added: 855.7] million issued and [removed: 711.0] [added: 715.0] million outstanding as of December 31, [removed: 2020; 835.5] [added: 2021; 851.3] million issued and [removed: 695.5] [added: 711.0] million outstanding as of December 31, [removed: 2019] [added: 2020] | | | 9 | | | | | | [removed: 8] [added: 9] | | |

| Additional paid-in capital | | | [removed: 9,698] [added: 10,090] | | | | | | [removed: 7,565] [added: 9,698] | | |

| Retained earnings | | | [removed: 27,159] [added: 32,827] | | | | | | [removed: 24,166] [added: 27,159] | | |

February 23, 2022

| Other operating expenses | | | (547) | | | | | | — | | | | | | — | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| Net earnings | | | $ | 6,433 | | | | | $ | 3,646 | | | | | $ | 3,008 | |

| Contract settlement expense | | | 542 | | | | | | — | | | | | | — | | |

| Pretax loss on early extinguishment of borrowings | | | 96 | | | | | | 26 | | | | | | 7 | | |

If the financial condition of the Company’s

Prepaid Expenses and Other Current Assets—Prepaid expenses and other current assets primarily result from advance payments to vendors for good and services and are capitalized until the related goods are received or services are performed.

Refer to Notes 9 and 12 for additional information about the Company’s investments.

The primary method used to estimate standalone selling price is the price observed in standalone sales to customers.

Refer to Note 15 for additional information.

Cash flow hedge adjustments reflect the gains or losses on the derivative contract designated as the hedging instrument.

Pension and postretirement plan benefit adjustments relate to unrecognized prior service credits and actuarial losses.

Refer to Notes 15, 16 and 19 for additional information.

Accounting Standards Recently Adopted—In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021-08, *Accounting for Contract Assets and Contract Liabilities from Contracts with Customers*.

The ASU requires companies to apply the definition of a performance obligation under ASC 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers acquired in a business combination.

Prior to the adoption of this ASU, an acquirer generally recognized assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date.

The ASU results in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC 606.

The Company early adopted the ASU effective January 1, 2021 and did not apply the standard to immaterial transactions that occurred in 2021.

The impact of the adoption of the ASU was not significant.

In November 2021, the FASB issued ASU No. 2021-10 *Government Assistance (Topic 832)*, which requires annual disclosures of transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy.

These required disclosures include information on the nature of transactions and related accounting policies used to account for transactions, detail on the line items on the balance sheet and income statement affected by these transactions including amounts applicable to each line, and significant terms and conditions of the transactions including commitments and contingencies.

The ASU is effective for fiscal years beginning after December 15, 2021.

The Company receives various forms of government assistance, primarily through grants related to the development of new products and the expansion of production capacity.

During 2021, certain agencies of the U.S. government, including the Biomedical Advanced Research and Development Authority (“BARDA”) within the U.S. Department of Health and Human Services, agreed to finance an expansion of production capacity related to chromatography, liquid cell culture media, buffers and cell culture powder media and single-use consumables at certain of the Company’s Life Sciences businesses and the development of diagnostics testing technologies and the expansion of testing production capacity at certain of the Company’s Diagnostics businesses.

The Company’s businesses may enter into similar agreements in the future.

In consideration of this financing the U.S. government has certain rights, including rights with respect to the allocation of certain of the incremental production capacity associated with such expansion and/or rights in intellectual property produced with its financial assistance.

The amount awarded pursuant to these grants in 2021 totaled $568 million and will be paid over periods ranging from one year to four years.

In 2021, the Company received aggregate payments related to government grants of $73 million that offset operating expenses and capital expenditures of $41 million and $32 million, respectively.

The Company is still assessing the impact of this ASU and the required disclosures, however, management anticipates the adoption of this ASU will not have a significant impact on the Company’s financial statements.

On August 30, 2021, the Company acquired Aldevron, L.L.C. (“Aldevron”) for a cash purchase price of approximately $9.6 billion (the “Aldevron Acquisition”).

Aldevron manufactures high-quality plasmid DNA, mRNA and proteins, serving biotechnology and pharmaceutical customers across research, clinical and commercial applications, and is now part of the Company’s Life Sciences segment.

Aldevron generated revenues of approximately $300 million in 2020.

The Company financed the Aldevron Acquisition

The Company preliminarily recorded an aggregate of approximately $1.1 billion of goodwill related to these acquisitions.

The businesses acquired complement existing units of each of the Company’s three segments.

| Goodwill | | | 6,149 | | | | | | 1,086 | | | | | | 7,235 | | |

| Net assets acquired | | | 9,584 | | | | | | 1,452 | | | | | | 11,036 | | |

| Net cash consideration | | | $ | 9,561 | | | | | $ | 1,400 | | | | | $ | 10,961 | |

February 24, 2021

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Due to the inherent uncertainty in predicting the resolution of some of these tax matters, auditing the Company’s uncertain tax positions and the related unrecognized tax benefits is complex and required the use of tax subject matter resources to determine whether the more likely than not criteria was met. | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We tested controls over management’s accounting for uncertain tax positions, including assessment of the technical merits of tax positions. | | |

| *Description of the Matter* | | | As discussed in Note 3 to the consolidated financial statements, on March 31, 2020, the Company acquired the Biopharma business now known as Cytiva, for a purchase price of $20.7 billion. The transaction was accounted for as a business combination. As part of the allocation of the purchase price, the Company estimated the fair value of finite-lived intangible assets to be $10.7 billion, comprised of product trade names, developed technology and customer relationships. | | |

| *How We Addressed the Matter in Our Audit* | | | We tested the Company's controls over its accounting for acquisitions, including controls over management’s review of the significant assumptions described above. | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Adoption of accounting standards | | | — | | | | | | — | | | | | | (151) | | |

| Proceeds from the public offering of preferred stock, net of issuance costs | | | 1,668 | | | | | | 1,600 | | | | | | — | | |

required.

Inventories held outside the United States are stated at the lower of cost or market primarily using the FIFO method.

The primary method used to estimate standalone selling price is the price observed in standalone sales to customers; however, when prices in standalone sales are not available the Company may use third-party pricing for similar products or services or estimate the standalone selling price.

expanding the applications for which uses of the Company’s products are appropriate.

Refer to Note 15 for additional information and discussion of the impact of the enactment of the Tax Cuts and Jobs Act (“TCJA”) in the United States.

| Balance, January 1, 2018 | | | $ | (1,466) | | | | | $ | (678) | | | | | $ | (1) | | | | | $ | — | | | | | $ | (2,145) | |

| Decrease | | | (632) | | | | | | (45) | | | | | | (1) | | | | | | — | | | | | | (678) | | |

| Increase | | | — | | | | | | 30 | | | (a) | | | — | | | | | | — | | | | | | 30 | | |

| Balance, December 31, 2018 | | | (2,098) | | | | | | (691) | | | | | | (2) | | | | | | — | | | | | | (2,791) | | |

| Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes | | | 109 | | | | | | 27 | | | | | | — | | | | | | 27 | | | | | | 163 | | |

| Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes | | | — | | | | | | 35 | | | | | | — | | | | | | 360 | | | | | | 395 | | |

| Net current period other comprehensive income (loss), net of income taxes | | | 2,918 | | | | | | (147) | | | | | | 1 | | | | | | (72) | | | | | | 2,700 | | |

Accounting Standards Recently Adopted—In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU Update No. 2018-13, *Fair Value Measurement (Topic 820)*, which modifies the disclosures on fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers.

The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income (loss).

In August 2018, the FASB issued ASU No. 2018-14, *Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans*, which amends ASC 715, *Compensation—Retirement Benefits*, to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans.

Adoption of the ASU resulted in elimination of the following disclosures (a) the amounts expected to be amortized from accumulated other comprehensive income and reported as a component of net periodic benefit cost during the following fiscal year, and (b) the effects of a one-percentage-point change in the assumed health care cost trend rates on the aggregate projected service and interest cost and accumulated postretirement benefit obligation; and additional disclosures explaining the reasons for significant gains and losses related to the change in benefit obligations for the period.

In June 2016, the FASB issued ASU No. 2016-13, *Financial Instruments—Credit Losses* *(Topic 326): Measurement of Credit Losses on Financial Instruments*, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables.

This may result in the earlier recognition of allowances for losses.

In November 2018, the FASB issued ASU No. 2018-19, *Codification Improvements to Topic 326, Financial Instruments—Credit Losses*, which provided additional implementation guidance on the previously issued ASU.

On January 1, 2020, the Company adopted the ASU using the modified retrospective transition method.

The Company recorded a decrease to beginning retained earnings of $8 million, net of tax, as of January 1, 2020 due to the cumulative impact of adopting Topic 326.

The impact to retained earnings was primarily the result of an increase in the Company’s allowance for doubtful accounts as a result of Topic 326’s requirement to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables.

Management has not yet completed its assessment of the impact of the new standard on the Company’s Consolidated Financial Statements.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| North America | | | $ | 2,295 | | | | | $ | 2,404 | | | | | $ | 1,771 | | | | | $ | 6,470 | |

| Western Europe | | | 1,847 | | | | | | 1,155 | | | | | | 1,059 | | | | | | 4,061 | | |

| Other developed markets | | | 570 | | | | | | 379 | | | | | | 126 | | | | | | 1,075 | | |

Management’s annual report on its internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) and the independent registered public accounting firm’s audit report on the effectiveness of Danaher’s internal control over financial reporting are included in the Company’s financial statements for the year ended December 31, [removed: 2020] [added: 2021] included in Item 8 of this Annual Report on Form 10-K, under the headings “Report of Management on Danaher Corporation’s Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm,” respectively, and are incorporated herein by reference.

*Disclosure Pursuant to Section 13(r) of the Exchange Act*

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Exchange Act to add Section 13(r) thereof, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the relevant reporting period, it or any entity acting on its behalf knowingly engaged in certain activities, transactions or dealings related to parties subject to sanctions administered by the Office of Foreign Assets Control (“OFAC”) within the U.S. Department of the Treasury, even if those transactions are authorized by law.

On March 2, 2021, the U.S. government designated the Russian Federal Security Service (the “FSB”) as a blocked party under Executive Order 13382.

On the same day, the U.S. Department of the Treasury’s Office of Foreign Assets Control issued General License No. 1B (the “OFAC General License”), which generally authorizes U.S. companies to engage in certain transactions and dealings with the FSB necessary and ordinarily incident to requesting or obtaining licenses, permits, certifications or notifications issued or registered by the FSB for the importation, distribution or use of information technology products in Russia.

Section 13(r) of the Exchange Act now requires disclosure of dealings with FSB, even where the activities were conducted in compliance with applicable laws and regulations.

In the normal course of business, as permitted and authorized by the OFAC General License, certain of the Company’s subsidiaries file notifications with, or apply for import licenses and permits from, the FSB as required pursuant to Russian encryption product import controls for the purpose of enabling such subsidiaries or their channel partners to import and distribute certain products in the Russian Federation.

There are no gross revenues or net profits directly associated with these activities, and neither the Company nor any of its subsidiaries distribute or sell products or provide services to the FSB.

The Company expects that certain of its subsidiaries will continue to file notifications with and apply for import licenses and permits from the FSB to qualify their products for importation and distribution in the Russian Federation if and as permitted by applicable U.S. law, including the OFAC General License.

Not applicable.

PART III

Not applicable.

PART III

Other than the information below, the information required by this Item is incorporated by reference from the sections entitled Proposal 1–Election of Directors of Danaher, Corporate Governance and Other Information in the Proxy Statement for the [removed: Company’s 2021 annual meeting of shareholders and from the information under the caption “Information About Our Executive Officers” in Part I hereof.]

The Code of Conduct is available in the [removed: “Investors—Corporate Governance”] [added: “Investors”] section of Danaher’s website at www.danaher.com.

Danaher intends to disclose any amendment to the Code of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, and any waiver from a provision of the Code of Conduct granted to any director, principal executive officer, principal financial officer, principal accounting officer, or any of its other executive officers, in the [removed: “Investors—Corporate Governance”] [added: “Investors”] section of its website, at www.danaher.com, within four business days following the date of such amendment or waiver.

Company’s 2022 annual meeting of shareholders and from the information under the caption “Information About Our Executive Officers” in Part I hereof.

The information required by this Item is incorporated by reference from the sections entitled Director Compensation, Compensation Discussion and Analysis, Compensation Committee Report, Compensation Tables and Information and Summary of Employment Agreements and Plans in the Proxy Statement for the Company’s [removed: 2021] [added: 2022] annual meeting of shareholders (provided that the Compensation Committee Report shall not be deemed to be “filed”).

The information required by this Item is incorporated by reference from the sections entitled Beneficial Ownership of Danaher Common Stock by Directors, Officers and Principal Shareholders, Summary of Employment Agreements and Plans and Compensation Tables and Information in the Proxy Statement for the Company’s [removed: 2021] [added: 2022] annual meeting of shareholders.

The information required by this Item is incorporated by reference from the section entitled Director Independence and Related Person Transactions in the Proxy Statement for the Company’s [removed: 2021] [added: 2022] annual meeting of shareholders.

The information required by this Item is incorporated by reference from the section entitled Proposal 2–Ratification of Independent Registered Public Accounting Firm in the Proxy Statement for the Company’s [removed: 2021] [added: 2022] annual meeting of shareholders.

Our independent registered public accounting firm is Ernst & Young LLP, Tysons, Virginia, PCAOB ID: 00042.

An index of Exhibits and Schedules is on page [removed: 121] [added: 114] of this report.

| Valuation and Qualifying Accounts | | | [removed: [128](#i65a549bf0b8f4d6fbd29042e49b40614_295)] [added: [121](#ia72a687f7b8a4bb1b43219ab5b663314_256)] | | |

| [removed: 2.1] [added: 10.18] | | | | | | [removed: [Equity] [added: [Agreement Regarding Competition] and [removed: Asset Purchase Agreement dated as] [added: Protection] of [removed: February 25, 2019,] [added: Proprietary Interests] by and between [removed: General Electric Company and] Danaher [removed: Corporation+](http://www.sec.gov/Archives/edgar/data/313616/000119312519049954/d702051dex21.htm)] [added: Corporation and Matthew McGrew dated November 7, 2018*](http://www.sec.gov/Archives/edgar/data/313616/000031361618000146/dhr-20181107x8xkex102.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 2.1] [added: 10.2] to Danaher Corporation’s Current Report on Form 8-K filed [removed: February 25, 2019] [added: on November 8, 2018] | | |

| [removed: 2.2] [added: 10.16] | | | | | | [removed: [First Amended] [added: [Amended] and Restated [removed: Equity and Asset Purchase] Agreement [removed: dated as] [added: Regarding Competition and Protection] of [removed: March 31, 2020,] [added: Proprietary Interests] by and between [removed: General Electric Company and] Danaher [removed: Corporation](http://www.sec.gov/Archives/edgar/data/313616/000031361620000079/ex-21purchaseagreement.htm)[+](http://www.sec.gov/Archives/edgar/data/313616/000031361620000079/ex-21purchaseagreement.htm)] [added: Corporation and Rainer M. Blair, dated May 6, 2020*](http://www.sec.gov/Archives/edgar/data/313616/000031361620000089/dhr-202056x8kexx102.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 2.1] [added: 10.2] to Danaher Corporation’s Current Report on Form 8-K filed [removed: on April 1,] [added: May 6,] 2020 | | |

| 3.3 | | | | | | [Certificate of Designations of the 5.00% Mandatory Convertible Preferred Stock, [removed: Series](http://www.sec.gov/Archives/edgar/data/313616/000162828020007564/exhibit318-k.htm) [B](http://www.sec.gov/Archives/edgar/data/313616/000162828020007564/exhibit318-k.htm)] [added: Series B](http://www.sec.gov/Archives/edgar/data/313616/000162828020007564/exhibit318-k.htm)] | | | | | | Incorporated by reference from Exhibit 3.1 to Danaher Corporation’s Current Report on Form 8-K filed May 12, 2020 | | |

| 3.4 | | | | | | [Amended and Restated By-laws of Danaher [removed: Corporation](http://www.sec.gov/Archives/edgar/data/313616/000119312516786402/d305490dex32.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361621000096/ex31danaherbylaws7211.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 3.2] [added: 3.1] to Danaher Corporation’s Current Report on Form 8-K filed [removed: December 6, 2016] [added: July 13, 2021] | | |

| [removed: 4.5] [added: 4.7] | | | | | | [removed: [Paying and Calculation Agency Agreement,] [added: [Third Supplemental Indenture to Senior Indenture,] dated as of [removed: July 8, 2015, by and among Danaher International,] [added: March 30, 2020 between] Danaher [removed: Corporation,] [added: Corporation] and The Bank of New York [removed: Mellon, London Branch,] [added: Mellon Trust Company, N.A.,] as [removed: paying and calculation agent](http://www.sec.gov/Archives/edgar/data/313616/000119312515248075/d10460dex43.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/313616/000119312520090923/d909584dex43.htm)] | | | | | | Incorporated by reference from Exhibit 4.3 to Danaher Corporation’s Current Report on Form 8-K filed on [removed: July 8, 2015] [added: March 30, 2020] | | |

| [removed: 4.6] [added: 4.5] | | | | | | [Second Supplemental Indenture to Danaher International Indenture, dated as of June 30, 2017, by and between Danaher Corporation, as guarantor, DH Europe Finance S.a.r.l., as issuer, and The Bank of New York Mellon Trust Company, N.A. as trustee](http://www.sec.gov/Archives/edgar/data/313616/000119312517218933/d414047dex42.htm) | | | | | | Incorporated by reference from Exhibit 4.2 to Danaher Corporation’s Current Report on Form 8-K filed on June 30, 2017 | | |

| [removed: 4.7] [added: 4.11] | | | | | | [removed: [Paying and Calculation Agency Agreement,] [added: [Base Indenture,] dated as of [removed: June 30, 2017, by and] [added: September 18, 2019,] among [removed: Danaher International,] [added: DH Europe Finance II S.à r.l., as issuer,] Danaher Corporation, [added: as guarantor and] The Bank of New York Mellon Trust Company, [removed: N.A.] [added: N.A.,] as trustee [removed: and The Bank of New York Mellon, London Branch, as paying and calculation agent](http://www.sec.gov/Archives/edgar/data/313616/000119312517218933/d414047dex43.htm)] [added: (“Danaher International II Indenture”)](http://www.sec.gov/Archives/edgar/data/313616/000119312519247354/d770177dex41.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 4.3] [added: 4.1] to Danaher Corporation’s Current Report on Form 8-K filed [removed: on June 30, 2017] [added: September 18, 2019] | | |

| [removed: 4.8] [added: 4.6] | | | | | | [Second Supplemental Indenture to Senior Indenture, dated as of July 1, 2019 between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/313616/000031361619000124/dhr-2019xposasrxexx42.htm) | | | | | | Incorporated by reference from Exhibit 4.2 to Danaher Corporation’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed July 10, 2019 | | |

| [removed: 4.9] [added: 4.8] | | | | | | [removed: [Third] [added: [Fourth] Supplemental Indenture to Senior Indenture, dated as of [removed: March 30,] [added: October 6,] 2020 between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/313616/000119312520090923/d909584dex43.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/313616/000162828020014349/exhibit44-8xk1062020.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 4.3] [added: 4.4] to Danaher Corporation’s Current Report on Form 8-K filed on [removed: March 30,] [added: October 6,] 2020 | | |

| [removed: 4.10] [added: 4.9] | | | | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture to Senior Indenture, dated as of [removed: October 6, 2020] [added: December 10, 2021] between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/313616/000162828020014349/exhibit44-8xk1062020.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/0000313616/000162828021024858/exhibit44-closing8xk.htm)] | | | | | | Incorporated by reference from Exhibit 4.4 to Danaher Corporation’s Current Report on Form 8-K filed on [removed: October 6, 2020] [added: December 10, 2021] | | |

| [removed: 4.11] [added: 4.10] | | | | | | [Third Supplemental Indenture to Danaher International Indenture, dated as of July 1, 2019 among DH Europe Finance S.à r.l., as issuer, Danaher Corporation, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/313616/000031361619000124/dhr-2019xposasrxexx45.htm) | | | | | | Incorporated by reference from Exhibit 4.5 to Danaher Corporation’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed July 10, 2019 | | |

| 4.12 | | | | | | [removed: [Base] [added: [First Supplemental Indenture to Danaher International II] Indenture, dated as of September 18, 2019, among DH Europe Finance II S.à r.l., as issuer, Danaher Corporation, as guarantor and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee (“Danaher International II Indenture”)](http://www.sec.gov/Archives/edgar/data/313616/000119312519247354/d770177dex41.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/313616/000119312519247354/d770177dex42.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 4.1] [added: 4.2] to Danaher Corporation’s Current Report on Form 8-K filed September 18, 2019 | | |

| [removed: 4.14] [added: 4.13] | | | | | | [Specimen Certificate of the 4.75% Mandatory Convertible Preferred Stock, Series A](http://www.sec.gov/Archives/edgar/data/313616/000119312519061189/d718238dex31.htm) | | | | | | Included in Exhibit 3.2 above | | |

| [removed: 4.15] [added: 4.14] | | | | | | [Specimen Certificate of the 5.00% Mandatory Convertible Preferred Stock, [removed: Series](http://www.sec.gov/Archives/edgar/data/313616/000162828020007564/exhibit318-k.htm) [B](http://www.sec.gov/Archives/edgar/data/313616/000162828020007564/exhibit318-k.htm)] [added: Series B](http://www.sec.gov/Archives/edgar/data/313616/000162828020007564/exhibit318-k.htm)] | | | | | | Included in Exhibit 3.3 above | | |

| [removed: 4.16] [added: 4.15] | | | | | | [Description of Securities Registered Under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/313616/000031361621000045/dhr-20201231xexx416.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex0415-descriptionofsecu.htm)] | | | | | | | | |

| [removed: 10.1] [added: 10.14] | | | | | | [removed: [Danaher Corporation 2007 Omnibus Incentive Plan, as amended] [added: [Amendment to Amended] and [removed: restated*](http://www.sec.gov/Archives/edgar/data/313616/000031361617000203/dhr-2017630xexx101.htm)] [added: Restated Danaher Corporation Deferred Compensation Plan*](http://www.sec.gov/Archives/edgar/data/313616/000031361619000148/dhr-2019927xexx1013.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.1] [added: 10.13] to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2017] [added: September 27, 2019] | | |

| 10.4 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan Stock Option Agreement for Non-Employee [removed: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361621000045/dhr-20201231xexx104.htm)] [added: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex104-february2022grantx.htm)] | | | | | | | | |

| 10.5 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan RSU Agreement for Non-Employee [removed: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361621000045/dhr-20201231xexx105.htm)] [added: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex105-february2022grantx.htm)] | | | | | | | | |

| 10.6 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan Stock Option [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361621000045/dhr-20201231xexx106.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex106-february2022grantx.htm)] | | | | | | | | |

| 10.7 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan RSU [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361621000045/dhr-20201231xexx107.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex107-february2022grantx.htm)] | | | | | | | | |

| 10.8 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan PSU [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361621000045/dhr-20201231xexx108.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex108-february2022grantx.htm)] | | | | | | | | |

| [removed: 10.14] [added: 10.22] | | | | | | [removed: [Amendment to Amended and Restated](http://www.sec.gov/Archives/edgar/data/313616/000031361619000148/dhr-2019927xexx1013.htm) [Danaher Corporation](http://www.sec.gov/Archives/edgar/data/313616/000031361619000148/dhr-2019927xexx1013.htm) [Deferred Compensation Plan*](http://www.sec.gov/Archives/edgar/data/313616/000031361619000148/dhr-2019927xexx1013.htm)] [added: [Description of compensation arrangements for non-management directors*](http://www.sec.gov/Archives/edgar/data/313616/000031361620000041/dhr-20191231xexx1022.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.13] [added: 10.22] to Danaher Corporation’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: September 27,] [added: December 31,] 2019 | | |

| [removed: 10.16] [added: 10.20] | | | | | | [Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and [removed: Thomas P. Joyce, Jr.,] [added: Angela S. Lalor] dated March [removed: 16, 2009*](http://www.sec.gov/Archives/edgar/data/313616/000031361615000038/dhr-20141231xexx1016.htm)] [added: 23, 2012*](http://www.sec.gov/Archives/edgar/data/313616/000031361617000066/dhr-20161231xexx1016.htm)] | | | | | | Incorporated by reference from Exhibit 10.16 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2014] [added: 2016] | | |

| 10.17 | | | | | | [removed: [Amendment to Agreement] [added: [Agreement] Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and [removed: Thomas P. Joyce, Jr.,] [added: Joakim Weidemanis,] dated [removed: September 11, 2014*](http://www.sec.gov/Archives/edgar/data/313616/000119312514341693/d788717dex101.htm)] [added: as of May 15, 2020*](http://www.sec.gov/Archives/edgar/data/313616/000031361620000120/dhr-202073xexx103.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.1] [added: 10.3] to Danaher Corporation’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed on September 15, 2014] [added: 10-Q for the quarter ended July 3, 2020] | | |

| [removed: 10.18] [added: 10.25] | | | | | | [removed: [Agreement] [added: [Aircraft Time Sharing Agreement] by and [removed: between](http://www.sec.gov/Archives/edgar/data/313616/000031361620000089/dhr-202056x8kexx101.htm) [Danaher Corporation](http://www.sec.gov/Archives/edgar/data/313616/000031361620000089/dhr-202056x8kexx101.htm) [and Thomas P. Joyce, Jr.](http://www.sec.gov/Archives/edgar/data/313616/000031361620000089/dhr-202056x8kexx101.htm)[,] [added: between Danaher Corporation and Rainer M. Blair,] dated [removed: May 6, 2020](http://www.sec.gov/Archives/edgar/data/313616/000031361620000089/dhr-202056x8kexx101.htm)[*](http://www.sec.gov/Archives/edgar/data/313616/000031361620000089/dhr-202056x8kexx101.htm)] [added: as of August 3, 2020*](http://www.sec.gov/Archives/edgar/data/313616/000031361620000142/dhr-2020102x10qexx101.htm) [(3)](http://www.sec.gov/Archives/edgar/data/313616/000031361620000142/dhr-2020102x10qexx101.htm)] | | | | | | Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed May 6,] [added: 10-Q for the quarter ended October 2,] 2020 | | |

| [removed: 10.20] [added: 10.24] | | | | | | [removed: [Agreement Regarding Competition and Protection of Proprietary Interests] [added: [Interchange Agreement dated July 22, 2011] by and between Danaher Corporation and [removed: Joakim Weidemanis, dated as of May 15, 2020*](http://www.sec.gov/Archives/edgar/data/313616/000031361620000120/dhr-202073xexx103.htm)] [added: Joust Capital III, LLC](http://www.sec.gov/Archives/edgar/data/313616/000119312511197635/dex1010.htm) (2)] | | | | | | Incorporated by reference from Exhibit [removed: 10.3] [added: 10.10] to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended [removed: July, 3, 2020] [added: July 1, 2011] | | |

| 10.21 | | | | | | [removed: [Agreement Regarding Competition and Protection of Proprietary Interests] [added: [Letter Agreement] by and between Danaher Corporation and [removed: Matthew McGrew] [added: Angela S. Lalor,] dated [removed: November 7, 2018*](http://www.sec.gov/Archives/edgar/data/313616/000031361618000146/dhr-20181107x8xkex102.htm)] [added: March 19, 2012*](http://www.sec.gov/Archives/edgar/data/313616/000031361613000026/dhr-20121231xexx1014.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.2] [added: 10.14] to Danaher Corporation’s [removed: Current] [added: Annual] Report on Form [removed: 8-K filed on November 8, 2018] [added: 10-K for the year ended December 31, 2012] | | |

| [removed: 10.22] [added: 10.23] | | | | | | [removed: [Agreement Regarding Competition and Protection of Proprietary Interests] [added: [Management Agreement dated February 23, 2012] by and between [removed: Danaher Corporation] [added: FJ900, Inc.] and [removed: Angela S. Lalor dated March 23, 2012*](http://www.sec.gov/Archives/edgar/data/313616/000031361617000066/dhr-20161231xexx1016.htm)] [added: Joust Capital III, LLC](http://www.sec.gov/Archives/edgar/data/313616/000119312512076756/d257309dex1025.htm) (1)] | | | | | | Incorporated by reference from Exhibit [removed: 10.16] [added: 10.25] to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2016] [added: 2011] | | |

| [removed: 10.23] [added: 10.26] | | | | | | [removed: [Agreement Regarding Competition and Protection] [added: [Form] of [removed: Proprietary Interests by and between Danaher Corporation] [added: Director] and [removed: Brian W. Ellis dated December 7, 2015*](http://www.sec.gov/Archives/edgar/data/313616/000031361617000066/dhr-20161231xexx1018.htm)] [added: Officer Indemnification Agreement](http://www.sec.gov/Archives/edgar/data/313616/000119312509037468/dex1035.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.18] [added: 10.35] to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2016] [added: 2008] | | |

| [removed: 10.32] [added: 10.27] | | | | | | [Second Amended and Restated Credit Agreement, dated as of August 27, 2019, among Danaher Corporation, certain of its subsidiaries party thereto, Bank of America, N.A., as Administrative Agent and a Swing Line Lender, and the lenders referred to therein](http://www.sec.gov/Archives/edgar/data/313616/000119312519234046/d777194dex101.htm) | | | | | | Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed August 29, 2019 | | |

| [removed: 10.33] [added: 10.28] | | | | | | [Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of September 20, 2019, among Danaher Corporation, Bank of America, N.A., Bank of America, N.A. London Branch and Citibank, N.A. , each in their respective roles as a Swing Line Lender, Bank of America, N.A. as Administrative Agent and the lenders referred to therein](http://www.sec.gov/Archives/edgar/data/313616/000031361619000148/dhr-2019927xexx108.htm) | | | | | | Incorporated by reference from Exhibit 10.8 to Danaher Corporation’s Report on Form 10-Q for the quarter ended September 27, 2019 | | |

| [removed: 10.34] [added: 10.29] | | | | | | [Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of October 7, 2019, among Danaher Corporation, Bank of America, N.A., Bank of America, N.A. London Branch and Citibank, N.A. , each in their respective roles as a Swing Line Lender, Bank of America, N.A. as Administrative Agent and the lenders referred to therein](http://www.sec.gov/Archives/edgar/data/313616/000031361619000148/dhr-2019927xexx109.htm) | | | | | | Incorporated by reference from Exhibit 10.9 to Danaher Corporation’s Report on Form 10-Q for the quarter ended September 27, 2019 | | |

| 21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361621000045/dhr-20201231xexx211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/dhr-20211231xexx211.htm)] | | | | | | | | |

| 22.1 | | | | | | [Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361621000045/dhr-20201231xexx221.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/dhr-20211231xexx221.htm)] | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/313616/000031361621000045/dhr-20201231xexx231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex2301-consentofindepend.htm)] | | | | | | | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361621000045/dhr-20201231xexx311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/dhr-20211231xexx311.htm)] | | | | | | | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361621000045/dhr-20201231xexx312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/dhr-20211231xexx312.htm)] | | | | | | | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361621000045/dhr-20201231xexx321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/dhr-20211231xexx321.htm)] | | | | | | | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361621000045/dhr-20201231xexx322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/dhr-20211231xexx322.htm)] | | | | | | | | |

| 10.1 | | | | | | [Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated*](https://www.sec.gov/Archives/edgar/data/313616/000031361621000116/ex101-2007plandecember20.htm) | | | | | | Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed December 8, 2021 | | |

| 10.19 | | | | | | [Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex1019-honeycuttncaeo.htm) [Jennifer Honeycutt](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex1019-honeycuttncaeo.htm) [dated](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex1019-honeycuttncaeo.htm) [January 26](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex1019-honeycuttncaeo.htm)[, 20](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex1019-honeycuttncaeo.htm)[2](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex1019-honeycuttncaeo.htm)[1](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex1019-honeycuttncaeo.htm)[*](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex1019-honeycuttncaeo.htm) | | | | | | | | |

| | | | | | | | | |

| /s/ A. SHANE SANDERS | | | | | | February 23, 2022 | | | | | |

| A. Shane Sanders | | | | | | | | | | | |

| Director | | | | | | | | | | | |

| | | | | | | | | | | | |

| /s/ CHRISTOPHER M. BOUDA | | | | | | February 23, 2022 | | | | | |

| Christopher M. Bouda | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 4.13 | | | | | | [First Supplemental Indenture to Danaher International II Indenture, dated as of September 18, 2019, among DH Europe Finance II S.à r.l., as issuer, Danaher Corporation, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/313616/000119312519247354/d770177dex42.htm) | | | | | | Incorporated by reference from Exhibit 4.2 to Danaher Corporation’s Current Report on Form 8-K filed September 18, 2019 | | |

| 10.19 | | | | | | [Amended and Restated Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Rainer M. Blair, dated May 6, 2020*](http://www.sec.gov/Archives/edgar/data/313616/000031361620000089/dhr-202056x8kexx102.htm) | | | | | | Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Current Report on Form 8-K filed May 6, 2020 | | |

| 10.24 | | | | | | [Letter Agreement by and between Danaher Corporation and Angela S. Lalor, dated March 19, 2012*](http://www.sec.gov/Archives/edgar/data/313616/000031361613000026/dhr-20121231xexx1014.htm) | | | | | | Incorporated by reference from Exhibit 10.14 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012 | | |

| 10.25 | | | | | | [Letter Agreement by and between Danaher Corporation and Brian W. Ellis, dated November 18, 2015*](http://www.sec.gov/Archives/edgar/data/313616/000031361617000066/dhr-20161231xexx1019.htm) | | | | | | Incorporated by reference from Exhibit 10.19 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 | | |

| 10.26 | | | | | | [Description of compensation arrangements for non-management directors*](http://www.sec.gov/Archives/edgar/data/313616/000031361620000041/dhr-20191231xexx1022.htm) | | | | | | Incorporated by reference from Exhibit 10.22 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 | | |

| 10.27 | | | | | | [Management Agreement dated February 23, 2012 by and between FJ900, Inc. and Joust Capital III, LLC](http://www.sec.gov/Archives/edgar/data/313616/000119312512076756/d257309dex1025.htm) (1) | | | | | | Incorporated by reference from Exhibit 10.25 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011 | | |

| 10.28 | | | | | | [Interchange Agreement dated July 22, 2011 by and between Danaher Corporation and Joust Capital III, LLC](http://www.sec.gov/Archives/edgar/data/313616/000119312511197635/dex1010.htm) (2) | | | | | | Incorporated by reference from Exhibit 10.10 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2011 | | |

| 10.29 | | | | | | [Aircraft Time Sharing Agreement by and between Danaher Corporation and Rainer M. Blair, dated as of August 3, 2020*](http://www.sec.gov/Archives/edgar/data/313616/000031361620000142/dhr-2020102x10qexx101.htm) [](http://www.sec.gov/Archives/edgar/data/313616/000031361620000142/dhr-2020102x10qexx101.htm) [(](http://www.sec.gov/Archives/edgar/data/313616/000031361620000142/dhr-2020102x10qexx101.htm)[3](http://www.sec.gov/Archives/edgar/data/313616/000031361620000142/dhr-2020102x10qexx101.htm)[)](http://www.sec.gov/Archives/edgar/data/313616/000031361620000142/dhr-2020102x10qexx101.htm) | | | | | | Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2020 | | |

| 10.30 | | | | | | [Amendment No. 1 to Aircraft Time Sharing Agreement by and between Danaher Corporation and Thomas P. Joyce, Jr., dated July 1, 2016](http://www.sec.gov/Archives/edgar/data/313616/000031361616000206/dhr-201671xexx107.htm)* | | | | | | Incorporated by reference from Exhibit 10.7 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2016 | | |

| 10.31 | | | | | | [Form of Director and Officer Indemnification Agreement](http://www.sec.gov/Archives/edgar/data/313616/000119312509037468/dex1035.htm) | | | | | | Incorporated by reference from Exhibit 10.35 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 | | |

| | | | + | | | The schedules have been omitted from this filing pursuant to Item 601 of Regulation S-K because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or this filing. Danaher will furnish copies of such schedules to the Securities and Exchange Commission upon request. | | |

| /s/ ROBERT S. LUTZ | | | | | | February 24, 2021 | | | | | |

| Robert S. Lutz | | | | | | | | | | | |