Danaher (DHR) 10-K risk factor changes: FY2022 vs FY2021

The COVID-19 pandemic has adversely [removed: impacted,] [added: impacted] and [removed: may] [added: could in the future] continue to adversely [removed: impact,] [added: impact] certain elements of our business and our financial statements.

The global spread of COVID-19 [removed: has] led to unprecedented restrictions on, and disruptions in, business and personal activities, including as a result of preventive and precautionary measures that we, other businesses, our communities and governments [removed: are taking] [added: undertook] to mitigate the spread.

The direct impact of COVID-19 and the preventive [removed: and precautionary] measures implemented as a result thereof [removed: have] adversely [removed: affected, and may continue to adversely affect,] [added: affected] certain elements of our Company (including to a different degree our operations, commercial organizations, supply chains and distribution systems).

Please see [removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations”] [added: “Item 7 - MD&A”] for a discussion of how COVID-19 impacted our results of operations [removed: and financial position] in [removed: 2021.][added: 2022.]

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

In [removed: an effort] [added: addition,] to optimize availability of needed medical and other [removed: supplies and] products in connection with [removed: the pandemic,] [added: any pandemic or other national emergency,] we may elect [removed: to] or governments may require us or our customers to allocate manufacturing capacity (for 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: Please also see the risk factor titled “The] [added: The] U.S. government has certain rights with respect to incremental production capacity [added: attributable to,] and/or the intellectual property we have developed using government [removed: 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.][added: financing.]

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

The accelerated development and production of products and services in an effort to address [removed: medical and other requirements as a result of] the [added: COVID-19] pandemic also [removed: increases the risk of regulatory enforcement actions, product defects or claims thereof.]

[removed: Any] [added: The realization] of [added: any of] these [removed: developments may] [added: risks could] adversely affect our business and financial statements.

Conditions in the global economy, the particular markets we serve and the financial markets [removed: may] [added: can] adversely affect our business and financial statements.

Slower economic growth in the domestic and/or international markets, inflation, actual or anticipated default on sovereign debt, volatility in the currency and credit markets, high levels of unemployment or underemployment, 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 budget negotiation dynamics, sequestration, austerity measures and other challenges that affect [added: economies of] the [removed: global economy] [added: world] 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, delays] or [removed: delays,] [added: cost increases,] which can disrupt our ability to produce or deliver our [removed: products;][added: products and/or increase our costs;]

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

For example, the Protecting Access to Medicare Act of 2014 [removed: (“PAMA”),] [added: (“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 [removed: payers.][added: payors.]

Other countries, as well as some private payors, also control the price of health care products, directly or indirectly, through reimbursement, payment, pricing or coverage limitations, tying reimbursement to outcomes or (in the case of governmental entities) through compulsory [removed: licensing.][added: licensing or limiting of intellectual property protections.]

- Governmental and private health care providers and payors around the world are increasingly utilizing managed care for the delivery of healthcare services, centralizing purchasing, limiting the number of vendors that may participate in purchasing programs, forming group purchasing [removed: organizations] [added: organizations, strategic alliances] and integrated health delivery networks and pursuing consolidation to improve their purchasing [removed: leverage and] [added: leverage,] using competitive bid processes to procure healthcare products and [removed: services.][added: services and investing in health care practices to increase their control over health care spending.]

[removed: International] [added: Non-U.S.] economic, political, legal, compliance, social and business factors can negatively affect our business and financial statements.

In [removed: 2021] [added: 2022] approximately [removed: 62%] [added: 58%] 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 U.S. and increase the localization of our products and services, we expect to continue to increase our sales and presence outside the U.S., particularly in the high-growth markets.

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

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

- greater uncertainty, risk, expense and delay in commercializing products in certain foreign jurisdictions, including with respect to product and other regulatory [removed: approvals.][added: approvals; and]

[removed: For example, in 2021] [added: In 2022] we generated approximately 13% of our sales from China.

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

Certain of our businesses rely on relationships with collaborative partners and other third-parties for development, supply [removed: and] [added: and/or] marketing of certain products, potential products and technologies, and such collaborative partners or other third-parties could fail to perform sufficiently.

Relying on collaborative relationships is risky because, among other things, our collaborative partners may (1) not devote sufficient resources to the success of our collaborations; (2) fail to obtain regulatory approvals necessary to continue the collaborations in a timely manner; (3) be acquired by other companies and terminate our collaborative partnership or become insolvent; (4) compete with us; (5) disagree with us on key details of the collaborative relationship; (6) have insufficient capital resources; (7) [removed: decline to renew existing collaborations on acceptable terms; and (8)] fail to comply with applicable laws, regulatory requirements and/or applicable contractual [removed: obligations.][added: obligations; and (8) terminate or decline to renew existing collaborations on acceptable terms, which may require us to devote additional resources to product development and commercialization and/or cancel programs.]

As part of our business strategy, we acquire businesses, make investments and enter into joint ventures and other strategic relationships in the ordinary course, and we also from time to time complete more significant transactions; refer to [removed: MD&A for additional details.][added: “Item 7.]

Acquisitions, investments, joint ventures and strategic relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including but not limited to the following, any of which [removed: could] [added: can] adversely affect our business and our financial statements:

- businesses, technologies, services and products that we acquire or invest in [added: have] sometimes [removed: under-perform] [added: under-performed] relative to our expectations and the price that we paid, [removed: fail] [added: failed] to perform in accordance with our anticipated timetable or [removed: fail] [added: failed] to achieve and/or sustain profitability;

- we can experience difficulty in integrating cultures, personnel, operations and financial and other controls and systems and retaining key employees and customers, and former employees of [added: our existing] businesses [added: or businesses] we acquire [removed: may] [added: sometimes] compete with us;

- we [removed: may be unable] [added: are not always able] to achieve cost savings or other synergies anticipated in connection with [removed: an acquisition, investment,] [added: acquisitions, investments,] joint [removed: venture] [added: ventures] or strategic [removed: relationship;][added: relationships;]

- we may have interests that diverge from those of our joint venture partners or other strategic partners or the companies we invest in, and we [removed: may] [added: are] not [removed: be] [added: always] able to direct or influence the management and operations of the joint venture, other strategic relationship or investee in the manner we believe is most appropriate, exposing us to additional risk; and

[removed: We cannot assure you] [added: There can be no assurance] that these indemnification provisions or insurance coverages will protect us fully or at all, and as a result we may face unexpected liabilities that adversely affect our business and financial statements.

Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have disposed [added: of] could adversely affect our business and financial statements.

We continually assess the strategic fit of our existing businesses and may divest, spin-off, split-off or otherwise dispose of businesses [removed: that are deemed not to fit with our strategic plan] [added: for strategic, financial] or [removed: are not achieving the desired return on investment.][added: other reasons.]

For example, in 2015 Danaher separated and split-off to Danaher shareholders the majority of its former communications business in a Reverse Morris Trust transaction with NetScout Systems, Inc. (the “Communications Disposition”), in 2016 Danaher separated and spun-off to Danaher shareholders its former Test & Measurement segment, Industrial Technologies segment (excluding the product identification businesses) and retail/commercial petroleum business (collectively known as “Fortive Corporation”) (the “Fortive Disposition”), [removed: and] in 2019 Danaher consummated the separation and initial public offering (“IPO”) and subsequent split-off of its Dental segment, known as Envista Holdings Corporation (the “Envista [removed: Disposition”).][added: Disposition”), and in 2022 Danaher announced the anticipated EAS Separation.]

[removed: In addition,] [added: For example,] divestitures or other dispositions can dilute the Company’s earnings per share, have other adverse financial, tax and accounting impacts and distract management, and disputes can arise with [removed: buyers.][added: the new owners of the divested/disposed business.]

The resolution of these contingencies has not had a material effect on our business or financial statements but [removed: we cannot] [added: there can] be [removed: certain] [added: no assurance] that this favorable pattern will continue.

Potential indemnification liabilities pursuant to the Communications Disposition, the Fortive [removed: Disposition or] [added: Disposition,] the Envista Disposition [added: or the anticipated EAS Separation] could adversely affect our business and financial statements.

With respect to each of the Communications Disposition, the Fortive Disposition and the Envista Disposition, we entered into a separation agreement and related agreements to govern the separation and related transactions and the relationship between the respective companies going [removed: forward.][added: forward (and we expect to enter into similar agreements in connection with the EAS Separation).]

While the direct impact of COVID-19 and many of the preventive measures moderated in 2022, any resurgence of COVID-19 (or the outbreak of any other epidemic or pandemic) or the reinstatement of similar preventive measures in the future could negatively impact the economies and financial markets of the world and our businesses and financial statements.

The Company deployed its capabilities, expertise and scale to address critical health needs related to COVID-19, including developing and making available diagnostic tests for the rapid detection of COVID-19 as well as providing critical support to firms developing and producing vaccines and therapies for COVID-19.

As COVID-19 and the preventive measures related thereto have moderated, demand for the Company’s COVID-19 related products has moderated as well.

The duration and extent of future demand for our products supporting COVID-19 testing and for our products related to developing and producing vaccines and therapies for COVID-19 is uncertain and depends on multiple factors, including the extent to which COVID-19 persists in endemic form.

Declines in demand for our COVID-19 related products that are unanticipated in timing or magnitude could adversely affect our business and financial statements.

New, disruptive technologies may emerge that displace the Company’s existing technologies.

- remaining uncertainties relating to the impact of the UK’s exit from the EU in 2020.

MD&A” for additional details.

We intend to separate our Environmental & Applied Solutions segment to create a publicly-traded company in the fourth quarter of 2023.

The proposed transaction may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits.

We have announced our intention to separate Danaher’s Environmental & Applied Solutions segment to create a publicly-traded company in the fourth quarter of 2023, subject to the satisfaction of customary conditions, including obtaining final approval from the Danaher Board of Directors, satisfactory completion of financing and receipt of tax opinions, favorable rulings from the Internal Revenue Service and other regulatory approvals (the “EAS Separation”).

There can be no assurance that we will be able to satisfy the necessary conditions or that we will successfully complete the anticipated separation in our preferred structure, on the anticipated timeline or at all.

Unanticipated developments, including possible delays in obtaining various tax rulings or regulatory approvals, uncertainty or declines in the financial markets or other adverse market conditions, changes in the Company’s cash requirements, challenges in establishing the new company’s organizational structure, infrastructure or processes, or adverse business performance could delay or prevent the proposed separation or cause the proposed separation to occur on terms or conditions that are less favorable and/or different than expected.

Expenses incurred to accomplish the proposed separation may be significantly higher than what we currently anticipate.

Executing the proposed separation also requires significant time and attention from management, which could distract them from other tasks in operating our business.

Even if the transaction is completed, we may not realize some or all of the anticipated benefits from the separation and there can be no assurance that the separation will yield greater net benefits to Danaher and its shareholders than if such transaction had not occurred.

Following the proposed separation, the combined value of the common stock of the two publicly-traded companies may not be equal to or greater than what the value of our common stock would have been had the separation not occurred.

These systems, products and services (including those we

Additionally, a bipartisan bill under consideration in Congress would, if adopted, impose broad privacy requirements at the U.S. federal level and provide enhanced enforcement authority to the FTC.

increased the risk of regulatory enforcement actions, product defects or claims thereof.

For example, our ability to achieve our current and future ESG goals is uncertain and remains subject to numerous risks, including evolving regulatory requirements and stakeholder expectations, our ability to recruit, develop and retain a diverse workforce, the availability of suppliers and other business partners that can meet our ESG expectations, the effects of the organic and inorganic growth of our business, cost considerations and the development and availability of cost-effective technologies or resources that support our goals.

as natural disasters, pandemic health issues, war, terrorist actions and governmental actions (such as trade protectionism).

In the event of interruptions in the supply, or increases in the cost, of such supplies, we might not be able to quickly establish or qualify replacement sources of supply.

litigation.

In addition, in times of national emergency the U.S. government could also control our allocation of manufacturing capacity.

If the U.S. government exercises its rights with respect to our intellectual property or allocating our production capacity, our business and financial statements could be negatively impacted.

In the past, we have recognized impairment charges relating to certain non-goodwill intangible assets, and in the future, we could recognize charges related to the impairment of goodwill or other intangible assets.

MD&A” for a discussion of additional factors that may adversely affect our effective tax rate and decrease our profitability in any period.

The military conflict between Russia and Ukraine has adversely affected and may further adversely affect our business and financial statements.

In light of the situation in Ukraine, in addition to suspending sales prohibited by sanctions, the Company has suspended the shipment of products to Russia with the exception of products for the purposes of diagnosing and treating patients and producing vaccines and therapeutics.

We incurred a pretax charge of $43 million in 2022 as a result of Russia-related asset impairments, accruals for contractual obligations and similar items and we may incur additional charges in the future.

In 2021, approximately 1% of the Company’s sales were derived from customers based in Russia and a de minimis percentage of sales were derived from customers based in Ukraine, and in 2022 Russia and Ukraine sales accounted for less than 1% of the Company’s sales.

The conflict in Ukraine may escalate and/or expand in scope and the broader consequences of this conflict, which have included and/or may in the future include sanctions, embargoes, regional instability, geopolitical shifts and adverse impacts on energy supplies and prices; potential retaliatory action by the Russian government against companies,

including the Company, such as nationalization of foreign businesses in Russia.

Further, increased tensions between the United States and countries in which we operate cannot be predicted, nor can we predict the conflict’s future impact on the global economy and on our business and financial statements.

The Russia and Ukraine conflict also heightens many other risks disclosed in this Annual Report, any of which can adversely affect our business and financial statements.

Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including increased inflation, constraints on the availability of commodities, supply chain disruption and decreased business spending; disruptions to our or our business partners’ global technology infrastructure, including through cyber-attack or cyber-intrusion; adverse changes in international trade policies and relations; claims, litigation and regulatory enforcement; our ability to implement and execute our business strategy; terrorist activities; our exposure to foreign currency fluctuations; reputational risk; and constraints, volatility, or disruption in the capital markets.

Any of these risks can adversely affect our financial statements.

For example, certain governments have implemented policies to induce “re-shoring” of supply chains, reduce reliance on imported supplies and promote national production.

The Chinese government has issued a series of policies in the past several years to promote the development and use of local medical devices.

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.

Without limiting the foregoing, we have experienced and/or may in the future experience:

- constraints on the movement of our products through the supply chain;

- capacity constraints and price increases in our own supply chain, including with respect to freight services;

- adverse impacts on our workforce and/or key employees including labor availability;

- adverse impacts on customer orders and purchases and unpredictable reductions in demand for our products;

- adverse impacts on our collections of accounts receivable, including delays in collections and increases in uncollectible receivables;

- unpredictable increases in demand for certain products; and

- increased cybersecurity attack activity.

While the pandemic continues we may experience continued adverse impacts on certain elements of our business and financial 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

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 an adverse impact on our business and financial statements.

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.

Because these and other factors may be beyond our control, the development or commercialization of our products involved in collaborative partnerships may be delayed or otherwise adversely affected.

In addition, if we or any of our collaborative

partners terminate a collaborative arrangement, we may be required to devote additional resources to product development and commercialization or we may need to cancel some development programs, which could adversely affect our business and financial statements.

For example, when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms within our anticipated timeframe or at all, and even after reaching a definitive agreement to sell or dispose a business the sale is typically subject to satisfaction of pre-closing conditions which may not become satisfied.

For example, entities that are

If we cannot adjust our manufacturing capacity or the purchases required for our manufacturing activities to reflect changes in market conditions and customer demand, our business and financial statements may suffer.

In addition, our reliance upon sole or limited sources of supply for certain materials, components and services can cause production interruptions, delays and inefficiencies.

We purchase materials, components and equipment from third-parties for use in our manufacturing operations, including metallic-based components, electronic components, chemistries, OEM products, plastics and other petroleum-based products.

If we cannot purchase sufficient products at competitive prices and quality and on a timely enough basis to meet increasing demand, we may not be able to satisfy market demand, product shipments may be delayed, our costs may increase or we may breach our contractual commitments and incur liabilities.

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

If demand for our products is less than we expect, we may experience additional excess and obsolete inventories and be forced to incur additional charges and our business and financial statements may suffer.

If these or other suppliers encounter financial, operating or other difficulties or if our relationship with them changes, we might not be able to quickly establish or qualify replacement sources of supply.

Any of these factors can result in production interruptions, delays, extended lead times and inefficiencies.

As discussed in “Item 1.

Business—Materials,” our manufacturing and other operations employ a wide variety of components, raw materials and other commodities.

These restructuring activities and our regular ongoing cost reduction activities (including in connection with the integration of acquired businesses) reduce our available talent, assets and other resources and 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.

Work stoppages, union and works council campaigns and other labor disputes could adversely impact our productivity and results of operations.

Certain of our U.S. and non-U.S. employees are subject to collective labor arrangements.

We are subject to potential work stoppages, union and works council campaigns and other labor disputes that could adversely impact our business and financial statements.

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.

Government rights in inventions conceived or reduced to practice under a government-funded program can include a nonexclusive, royalty-free worldwide license to practice or have practiced such inventions for any governmental purpose.

In addition, the U.S. government has the right to require us or our licensors (as applicable) to grant licenses which would be exclusive under any of such inventions to a third-party if they determine that: (1) adequate steps have not been taken to commercialize such inventions in a particular field of use; (2) such action is necessary to meet public health or safety needs; or (3) such action is necessary to meet requirements for public use under federal regulations.

Further, government rights include the right to use and disclose, without limitation, technical data relating to licensed technology that was developed in whole or in part at government expense.

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.

This discussion and analysis should be read together with Danaher’s audited financial statements and related Notes thereto as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] included in this Annual Report.

Management's discussion and analysis of financial condition and results of operations for [removed: 2019] [added: 2020] is included in Item 7 of the Company’s Annual Report on Form 10-K with respect to the year ended December 31, [removed: 2020] [added: 2021] filed with the Securities and Exchange [removed: Commission] [added: Commission, as supplemented by the discussion herein of the new Biotechnology] and [added: Life Sciences segments (which were previously reported together as the former Life Sciences segment), and] should be referred to for information regarding this period.

During [removed: 2021,] [added: 2022,] approximately [removed: 62%] [added: 58%] of Danaher’s sales were derived from customers outside the United States.

Consolidated revenues for the year ended December 31, [removed: 2021] [added: 2022] increased [removed: 32.0%] [added: 7.0%] as compared to [removed: 2020.][added: 2021.]

[removed: Foreign currency exchange rates] [added: Acquisitions] contributed 1.5% [removed: and acquisitions contributed 7.5%] to the increase in revenues in [removed: 2021.][added: 2022 and the impact of currency translation decreased reported sales 4.0%.]

[removed: Core sales] increased [removed: 23.0%] [added: 9.5%] in [removed: 2021] [added: 2022] compared to [removed: 2020 and core sales including Cytiva increased 25.0% in] 2021 [removed: compared to 2020] (for the definition of “core sales” [removed: and “core sales including Cytiva”] refer to “—Results of Operations” below).

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

Geographically, both high-growth and developed markets contributed to year-over-year core sales growth during [removed: 2021.][added: 2022.]

Core sales in developed markets grew [removed: more than 20%] [added: at a low-teens rate] in [removed: 2021] [added: 2022] as compared to [removed: 2020] [added: 2021] and were driven by North America and Western Europe.

Core sales in high-growth markets grew [removed: approximately 30%] [added: at a low-single digit rate] in [removed: 2021] [added: 2022] as compared to [removed: 2020,] [added: 2021,] with broad-based growth across these markets, led by growth in China.

High-growth markets represented approximately [removed: 31%] [added: 29%] of the Company’s total sales in [removed: 2021.][added: 2022.]

The Company’s net earnings from continuing operations for the year ended December 31, [removed: 2021] [added: 2022] totaled approximately [removed: $6.3] [added: $7.2] billion, compared to approximately [removed: $3.6] [added: $6.3] billion for the year ended December 31, [removed: 2020.][added: 2021.]

Net earnings attributable to common stockholders for the year ended December 31, [removed: 2021] [added: 2022] totaled approximately [removed: $6.3] [added: $7.1] billion or [removed: $8.61] [added: $9.66] per diluted common share compared to approximately [removed: $3.5] [added: $6.3] billion or [removed: $4.89] [added: $8.61] per diluted common share for the year ended December 31, [removed: 2020.][added: 2021.]

The increase in net earnings in [removed: 2021] [added: 2022] as compared to [removed: 2020] [added: 2021] was driven by increased sales in the Company’s existing businesses and sales from acquired businesses, [removed: partially offset] by [added: a lower effective tax rate in 2022 driven by discrete tax benefits and by] the impact of the [added: non-recurring charge incurred in 2021 related to the] modification and partial termination of a prior commercial arrangement and resolution of the associated [removed: litigation.][added: litigation recorded, partially offset by investment losses recorded in 2022.]

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: 2021.][added: 2022.]

For a discussion of the impact of supply chain disruptions, labor availability constraints and increased labor costs on our businesses in [removed: 2021,] [added: 2022,] please see “Item 1.

[removed: 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] [added: 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) [removed: and COVID-19 testing will continue.][added: decreased in 2022 versus 2021.]

Due to the speed with which the COVID-19 situation [removed: continues to evolve,] [added: has evolved,] 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 [added: business remains highly uncertain, but may be materially negative to certain elements of our business.]

- the degree of spread and severity of COVID-19 variants [removed: such as Omicron;] and [added: government responses thereto;]

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

The acquisition of Aldevron [added: on August 30, 2021 has provided, and] is expected to [removed: provide] [added: continue to provide,] additional sales and earnings [added: growth] opportunities for the [removed: Company] [added: Company’s Life Sciences segment] by expanding [added: the business’] product line diversity, including new product [added: and service] offerings [removed: supporting] [added: that complement the Company’s] genomic [removed: medicine.][added: medicine solutions.]

[removed: In addition to the Aldevron Acquisition, during 2021] [added: During 2022] the Company acquired [removed: 13 other] [added: 10] businesses for total consideration of [removed: approximately $1.4 billion] [added: $637 million] in cash, net of cash acquired.

The businesses acquired complement existing units of each of the Company’s [removed: three] [added: four] segments.

The aggregate annual sales of the [removed: 13 other] [added: 10] businesses acquired in [removed: 2021] [added: 2022] at the time of their acquisition, in each case based on the company’s revenues for its last completed fiscal year prior to the acquisition, were approximately [removed: $100] [added: $91] million.

[added: 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.

Management also uses these non-GAAP financial measures to measure the Company’s operating and financial [removed: performance,] [added: performance] and uses core sales growth [added: (and previously used core sales growth including Cytiva)] as one of the performance measures in the Company’s executive short-term cash incentive program.

[removed: Core] [added: Sales Growth, Core] Sales Growth and Core Sales Growth Including Cytiva

| | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | |

| Total sales growth (GAAP) | | | [removed: 32.0] [added: 7.0] | | % | | | | [removed: 24.5] [added: 32.0] | | % |

| Acquisitions/divestitures | | | [removed: (7.5)] [added: (1.5)] | | % | | | | [removed: (18.0)] [added: (7.5)] | | % |

| Currency exchange rates | | | [removed: (1.5)] [added: 4.0] | | % | | | | [removed: —] [added: (1.5)] | | % |

| Core sales growth (non-GAAP) | | | [removed: 23.0] [added: 9.5] | | % | | | | [removed: 6.5] [added: 23.0] | | % |

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

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

[removed: 2021] [added: 2022] Sales Compared to [removed: 2020][added: 2021]

Total sales increased [removed: 32.0%] [added: 7.0%] on a year-over-year basis in [removed: 2021] [added: 2022] primarily as a result of an increase in core sales resulting from the factors discussed below by segment as well as an increase in sales from acquired [removed: businesses, net of divestitures, primarily due to the acquisition of Cytiva.][added: businesses.]

The impact of [added: changes in] currency [removed: translation increased] [added: exchange rates decreased] reported sales by [removed: 1.5%] [added: 4.0%] on a year-over-year basis in [removed: 2021] [added: 2022] primarily due to the [removed: favorable] [added: unfavorable] impact of the [removed: weakening] [added: strengthening] of the U.S. dollar against most other major currencies in [removed: 2021.][added: 2022.]

Operating profit margins were [removed: 25.3%] [added: 27.6%] for the year ended December 31, [removed: 2021] [added: 2022] as compared to [removed: 19.0%] [added: 25.3%] in [removed: 2020.][added: 2021.]

[removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] operating profit margin comparisons were favorably impacted by:

- Higher 2021 core sales [removed: volumes, an increased proportion of sales] [added: and the impact] of [removed: higher margin] product [removed: lines,] [added: mix,] incremental year-over-year cost savings associated with continuing productivity improvement initiatives and the impact of foreign currency exchange [removed: rates in 2021,] [added: rates,] net of incremental year-over-year costs associated with various new product development and [removed: sales, service] [added: sales] and marketing growth investments and incremental year-over-year material and labor costs - [removed: 560] [added: 360] basis points

Core sales

Business – Materials.” For a discussion of the impact of the Russia-Ukraine conflict on our businesses in 2022, please see “Item 1.

Business – Russia-Ukraine Conflict.”

The Company continues to actively monitor the COVID-19 pandemic, including the current spread of certain variants of the virus and plan for potential impacts on its business.

The Company has deployed our capabilities, expertise and scale to address the critical health needs related to COVID-19, including developing and making available diagnostic tests for the rapid detection of COVID-19 as well as providing critical support to firms that are developing and producing vaccines and therapies for COVID-19.

While the conditions related to the pandemic generally improved in most geographies in 2022 compared to 2021, conditions vary significantly by geography.

For example, during the first half of 2022, COVID-19 considerations resulted in the re-imposition of widespread shutdowns and restrictions in China.

During the fourth quarter of 2022, China relaxed many of these restrictions and began experiencing increasing COVID-19 related cases resulting in lower patient volumes for elective procedures and wellness visits as hospitals prioritized treating COVID-19 related cases.

These higher COVID-19 related cases in China are anticipated to continue at least into the first quarter of 2023.

The resulting impact to the Company will depend upon the prevalence of COVID-19 in the impacted regions of China and the resulting impact on economic activity, including demand and production capacity.

The Company expects overall demand for these products to decrease in 2023 versus 2022.

Additionally, demand for the Company’s products that support COVID-19 testing continues to fluctuate significantly driven by increases or decreases in COVID-19 cases in particular geographies.

While sales of COVID-19 related testing products increased in 2022 compared to 2021, the Company expects overall demand for these products to decrease in 2023 as the pandemic subsides in most geographies and evolves toward endemic status.

- the degree and pace of continuing declines in demand for products supporting COVID-19 testing and for products related to developing and producing vaccines and therapies for COVID-19.

- 2021 acquisition-related fair value adjustments to inventory and deferred revenue related to the acquisition of Cytiva - 15 basis points.

- The incremental dilutive effect in 2022 of acquired businesses, net of product line dispositions which did not qualify as discontinued operations - 30 basis points

- 2022 impairments of accounts receivable and inventory as well as accruals for contractual obligations in Russia - 15 basis points

- Fourth quarter 2022 costs incurred related to the anticipated separation of the Company's Environmental & Applied Solutions business - 5 basis points

In the fourth quarter of 2022, the Company realigned its reportable segments to reflect changes in the Company’s internal organization resulting from the rate of growth within certain of the Company’s businesses in the former Life Sciences segment.

There were no changes to the Company’s Diagnostics or Environmental & Applied Solutions segments.

Prior period amounts have been restated to conform to the revised segment presentation.

| Biotechnology | | | $ | 8,758 | | | | | $ | 8,570 | | | | | $ | 5,276 | |

| Life Sciences | | | 7,036 | | | | | | 6,388 | | | | | | 5,300 | | |

BIOTECHNOLOGY

The Biotechnology segment includes the bioprocessing and discovery and medical businesses and offers a broad range of tools, consumables and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines.

The biotherapeutics that the Company’s solutions support range from replacement therapies such as insulin, vaccines, recombinant proteins and other biologic drugs, to novel cell, gene, mRNA and other nucleic acid therapies.

Biotechnology Selected Financial Data

| Sales | | | $ | 8,758 | | | | | $ | 8,570 | | | | | $ | 5,276 | |

| Operating profit | | | 3,008 | | | | | | 3,074 | | | | | | 1,082 | | |

| Depreciation | | | 190 | | | | | | 158 | | | | | | 91 | | |

| Operating profit as a % of sales | | | 34.3 | | % | | | | 35.9 | | % | | | | 20.5 | | % |

| Depreciation as a % of sales | | | 2.2 | | % | | | | 1.8 | | % | | | | 1.7 | | % |

| Amortization as a % of sales | | | 9.3 | | % | | | | 10.5 | | % | | | | 12.7 | | % |

Sales Growth, Core Sales Growth and Core Sales Growth Including Cytiva

| | | | 2022 vs. 2021 | | | | | | 2021 vs. 2020 | | |

2022 Sales Compared to 2021

Price increases in the segment contributed 4.0% to sales growth on a year-over-year basis during 2022 as compared with 2021 and are reflected as a component of the change in core revenue growth.

During 2022, total Biotechnology segment sales increased 2.0% primarily as a result of increased core sales resulting from the factors discussed below, partially offset by the impact of changes in currency exchange rates due to the strengthening of the U.S. dollar in 2022 compared to 2021.

Increased year-over-year core sales in the segment’s bioprocessing business were led by North America and Western Europe as the business experienced strong underlying demand for non-COVID-19 related

instruments and consumables offsetting a decline in sales of instruments and consumables used in the research, development and production of COVID-19 related treatments and vaccines and the completion of a major project in China during 2021.

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.

Business – Materials.”

The Company continues to actively monitor the 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 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 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 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 appropriate.

Given that the prevalence of COVID-19 and the nature of the response thereto (including the degree to which restrictions are being relaxed or re-imposed) varies significantly by geography, the impact of the pandemic on the Company’s different business locations around the world at any given time also varies significantly.

We are also deploying our capabilities, expertise and scale to address the critical health needs related to COVID-19.

We have developed and made available diagnostic tests for the rapid detection of COVID-19.

In addition, our businesses are providing critical support to firms that are developing and producing vaccines and therapies for COVID-19, among other support.

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.

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

- First quarter 2020 impairment charges related to a facility in the Diagnostics segment and a trade name and other intangible assets in the Environmental & Applied Solutions segment and a third quarter 2020 impairment charge related to trade names in the Environmental & Applied Solutions segment, net of a first quarter 2021 impairment charge related to a trade name in the Diagnostics segment - 5 basis points

| Life Sciences | | | $ | 14,958 | | | | | $ | 10,576 | | | | | $ | 6,951 | |

| Sales | | | $ | 14,958 | | | | | $ | 10,576 | | | | | $ | 6,951 | |

| Depreciation | | | 258 | | | | | | 183 | | | | | | 130 | | |

| Amortization as a % of sales | | | 7.9 | | % | | | | 8.2 | | % | | | | 5.1 | | % |

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.

The acquisitions of Cytiva on March 31, 2020 (the “Cytiva Acquisition”) and Aldevron on August 30, 2021 have provided, and are expected to 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 bioprocessing workflow and genomic medicine solutions.

During 2021, total Diagnostics segment sales increased 33.0% primarily as a result of increased core sales resulting from the factors discussed below.

In addition, the impact of currency translation increased reported sales by 1.5%, primarily due to the favorable impact of the weakening of the U.S. dollar in 2021 compared to 2020, and the impact of sales from acquisitions increased reported sales by 0.5% in 2021.

During 2021, the Diagnostics segment experienced higher year-over-year sales for molecular diagnostics tests for COVID-19.

Demand across the other Diagnostics segment businesses also increased with non-COVID product lines testing volumes improving as individuals resumed visits to healthcare providers following the easing of shutdowns and restrictions related to the pandemic.

In 2021, core sales in the segment’s clinical lab business increased on a year-over-year basis across all major geographies driven primarily by continued increased demand in the chemistry and immunoassay product lines.

During 2021, core sales in the molecular diagnostics business grew on a year-over-year basis in both developed and high-growth markets, which contributed significantly to overall segment core sales growth.

Geographically, demand was strong across most major geographies.

| Operating profit | | | 1,054 | | | | | | 979 | | | | | | 1,052 | | |

Divestitures, net of acquisitions, decreased reported sales by 1.5% in 2021.

On an overall basis, in 2021 the segment’s water quality businesses increased at a mid-single digit rate due to continuing demand for consumables and increased demand for equipment on a year-over-year basis, driven in part by the recovery from the decline in equipment demand in 2020 as a result of the COVID-19 pandemic.

The segment’s product identification businesses grew at a low-double digit rate due to continued demand for consumables along with an increase in demand for equipment, driven in part by the recovery from lower equipment volumes in 2020 resulting from the COVID-19 pandemic.

Operating profit margins were flat during 2021 as compared to 2020.

Danaher is comprised of more than 20 operating companies with leadership positions in the [added: biotechnology,] life sciences, diagnostics, environmental and applied sectors, organized under [removed: three] [added: four] segments [removed: (Life] [added: (Biotechnology; Life] Sciences; Diagnostics; and Environmental & Applied Solutions).

Danaher also continually assesses the strategic fit of its existing businesses and may [added: separate or otherwise] dispose [removed: of] businesses [removed: that are deemed not to fit with its] [added: based on] strategic [removed: plan.][added: and other considerations.]

[removed: ][added: ]

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

Rales, envisioned a business that would generate sustainable long-term value for customers, [removed: employees] [added: associates] and shareholders.

Sales in [removed: 2021] [added: 2022] 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: 2021] [added: 2022] sales were: North America, [removed: 40%] [added: 44%] (including [removed: 38%] [added: 42%] in the United States); Western Europe, [removed: 24%;] [added: 22%;] other developed markets, 5%; and high-growth markets, [removed: 31%.][added: 29%.]

The Company defines high-growth markets as developing markets of the world experiencing extended periods of accelerated growth in gross domestic product and infrastructure which include Eastern Europe, the Middle East, Africa, Latin America [added: (including Mexico)] and Asia (with the exception of Japan, Australia and New Zealand).

The 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 [removed: genes,] [added: DNA and RNA, nucleic acid,] proteins, metabolites and cells, in order to understand the causes of disease, identify new therapies, and test and manufacture new [removed: drugs] [added: drugs, vaccines] and [removed: vaccines.][added: gene editing technologies.]

Sales in [removed: 2021] [added: 2022] for this segment by geographic destination (as a percentage of total [removed: 2021] [added: 2022] sales) were: North America, [removed: 36%;] [added: 35%;] Western Europe, [removed: 27%;] [added: 30%;] other developed markets, [removed: 6%;] [added: 4%;] and high-growth markets, 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, Cytiva in 2020] [added: 2018] and Aldevron in 2021.

[removed: *Bioprocess* —The bioprocess] [added: *Bioprocessing*—The bioprocessing] business is a leading provider of technologies, [removed: consumables and] [added: consumables,] services [removed: that advance] and [added: solutions that advance,] accelerate [added: and integrate] the development and manufacture of [removed: vaccines, biologic drugs, and novel cell and gene therapies.][added: therapeutics.]

[removed: *Filtration*—The] [added: *Industrial Filtration*—The] filtration, separation and purification technologies business is a leading provider of products used to remove solid, liquid and gaseous contaminants from a variety of liquids and [removed: gases,] [added: gases in industrial settings,] primarily through the sale of filtration consumables and to a lesser extent systems that incorporate filtration consumables and associated hardware.

The business’ core materials and technologies can be applied in many ways to solve complex fluid separation [removed: challenges,] [added: challenges] and are sold across a wide array of [removed: applications in two primary business groups:][added: applications.]

Within these segments, demand is driven by end-users and original equipment manufacturers [removed: (“OEM”)] seeking to improve product performance, increase production and efficiency, reduce operating costs, extend the life of their equipment, conserve water and meet environmental regulations.

*Mass Spectrometry*—The mass spectrometry business is a leading global provider of high-end mass spectrometers as well as related [removed: consumable chromatography columns] [added: consumables, software] and [removed: sample preparation extraction products.][added: services.]

The business also provides high-performance bioanalytical measurement systems, including [removed: microplate readers, automated cellular screening products and] [added: capillary electrophoresis instruments,] associated [removed: reagents] [added: reagents, software] and [removed: imaging software.][added: services.]

[removed: *Genomics] [added: *Genomic] Consumables*—The [removed: genomics] [added: genomic] consumables [removed: business is a] [added: businesses are] leading [removed: provider] [added: providers] of custom nucleic acid products for the life sciences industry, primarily through the manufacture of custom DNA and RNA oligonucleotides and gene fragments utilizing a proprietary manufacturing ecosystem.

The [removed: business has] [added: businesses have] developed proprietary technologies for genomics applications such as next generation sequencing, CRISPR genome editing, qPCR, and RNA interference.

Typical users of these products include professionals in the areas of [removed: academic] [added: academic, translational] and commercial research, [removed: agriculture,] medical diagnostics, [added: clinical care] and [removed: pharmaceutical] [added: biopharmaceutical] development.

[removed: *Gene and Cell Therapy*—The business is] [added: Additionally, the businesses are] a leading manufacturer of high-quality plasmid DNA, RNA and proteins.

Typical users of these products include [added: professionals in the areas of academic and commercial research, agriculture, medical diagnostics, pharmaceutical development,] biotechnology companies and research institutions across discovery, clinical and commercial applications.

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 ALDEVRON, BECKMAN COULTER, [removed: CYTIVA,] IDT, LEICA MICROSYSTEMS, MOLECULAR DEVICES, PALL, PHENOMENEX and SCIEX.

Sales in [removed: 2021] [added: 2022] for this segment by geographic destination (as a percentage of total [removed: 2021] [added: 2022] sales) were: North America, [removed: 44%;] [added: 45%;] Western Europe, [removed: 19%;] [added: 20%;] other developed markets, [removed: 5%;] [added: 7%;] and high-growth markets, [removed: 32%.][added: 28%.]

Sales in [removed: 2021] [added: 2022] for this segment by geographic destination (as a percentage of total [removed: 2021] [added: 2022] sales) were: North America, [removed: 44%;] [added: 51%;] Western Europe, [removed: 23%;] [added: 17%;] other developed markets, [removed: 3%;] [added: 4%;] and high-growth markets, [removed: 30%.][added: 28%.]

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 AQUATIC INFORMATICS, [added: CHEMTREAT, HACH, MCCROMETER, OTT HYDROMET, SEA-BIRD and TROJAN TECHNOLOGIES.]

[removed: Customers in these industries choose suppliers based on a number of factors, including domain experience, speed and accuracy, ease of connection to the internet and other software] systems, equipment uptime and reliable operation without interruption, ease of maintenance, service coverage and the other factors described under “—Competition.” The product identification business’ products are primarily marketed under key brands including AVT, ESKO, LAETUS, LINX, PANTONE, VIDEOJET and X-RITE.

Prices of oil and gas also affect the Company’s costs for freight and [removed: utilities.][added: utilities and also have an indirect impact on the cost of other purchased materials.]

[removed: Direct and indirect impacts from the COVID-19 pandemic and other factors have resulted in] [added: The] supply chain disruptions [added: that began in 2021 for a number of our businesses continued in 2022] (including in some cases shortages of supply, cost inflation and shipping delays), [added: as well as] labor availability constraints and labor cost [removed: increases for a number of our businesses, especially during the latter part of 2021.][added: increases.]

[removed: Our] [added: Through the] application of DBS tools and processes [added: (including the implementation of price increases), the Company] largely mitigated the impact [removed: thereof in 2021] [added: of these pressures on the Company’s profitability] and as a result these [removed: constraints] [added: pressures] did not have a material, adverse effect on the business in [removed: 2021.][added: 2022.]

[removed: However, the] [added: These] pressures [removed: noted above] continue [added: to varying degrees] as of the date of this Annual Report.

Due to the [removed: speed with which these trends continue to develop and evolve and the] uncertainty [added: regarding the duration and impact] of [removed: their duration, we cannot assure you] [added: these trends in 2023, there can be no assurance] that these factors will not have an adverse impact on our business and financial statements in the future.

As of December 31, [removed: 2021,] [added: 2022,] the Company had approximately [removed: 80,000] [added: 81,000] employees (whom we refer to as “associates”), of whom approximately 32,000 were employed in the North America, [removed: 24,000] [added: 25,000] in Western Europe, 3,000 in other developed markets and 21,000 in high-growth markets.

Approximately [removed: 78,000] [added: 79,000] of the Company’s total employees were full-time and 2,000 were part-time employees.

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 [removed: 2021] [added: 2021, 2022] and [removed: 2022.][added: 2023.]

As of December 31, [removed: 2021,] [added: 2022,] (1) [removed: 37%] [added: 38%] of our total associates were female and females represented [removed: 31%, 33%] [added: 32%, 34%] and 39% of our executives/senior leaders, managers and individual contributors, respectively; and (2) [removed: 39%] [added: 41%] of our total U.S. associates were People of Color and People of Color represented [removed: 22%,] [added: 24%,] 31% and [removed: 41%] [added: 43%] of our U.S. executives/senior leaders, managers and individual contributors, respectively.

◦In support of our D+I commitment, we conduct regular pay reviews from a race (in the United States) and gender (globally) perspective that serve to proactively identify and address potential pay [removed: differences, and in 2020 we achieved base pay equity for women and for racial and ethnic minorities in the U.S.][added: differences.]

P4G guides associates and their managers in setting clear personal [added: performance goals aligned to our strategic priorities.]

Annual reviews under the program assess performance against these formal, annual objectives and against our [removed: leadership anchors.][added: Core Behaviors.]

Key quantitative measures that we use to assess performance in this category include total recordable incident rate (defined as the number of work-related injuries or illness cases serious enough to require treatment beyond first aid, per [removed: 100 associates) and days away, restricted or transferred (defined as the number of work-related injuries or illness cases that result in an employee working with physical restrictions, being away from work or unable to do their job or transferring to other work, per 100 associates).]

We launched a global Employee Assistance Program in [removed: March] 2020 to ensure a consistent support structure for mental health and well-being across the Company and have since expanded the program to provide enhanced support with respect to childcare, eldercare and tutoring, among other areas.

In particular, we have announced our intention to separate Danaher’s Environmental & Applied Solutions segment to create a publicly-traded company in the fourth quarter of 2023, subject to the satisfaction of customary conditions, including obtaining final approval from the Danaher Board of Directors, satisfactory completion of financing and receipt of tax opinions, favorable rulings from the Internal Revenue Service and other regulatory approvals.

The Company defines North America as the United States and Canada.

BIOTECHNOLOGY

The Biotechnology segment includes the bioprocessing and discovery and medical businesses and offers a broad range of tools, consumables and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines.

The biotherapeutics that the Company’s solutions support range from replacement therapies such as insulin, vaccines, recombinant proteins and other biologic drugs, to novel cell, gene, mRNA and other nucleic acid therapies.

Danaher established the Biotechnology segment, which was previously part of the former Life Sciences segment, in 2022.

The Biotechnology segment includes the Pall life sciences business, acquired in 2015, and Cytiva, acquired in 2020.

The Biotechnology segment consists of the following businesses:

These therapeutics include protein-based and other biological therapies as well as a new emerging class of highly-targeted therapies such as cell and gene therapies, nucleic acid-based therapies, and others requiring viral vectors and lipid nanoparticles in their manufacture.

The business offers tools, solutions and services to support biomanufacturers across their workflows from the earliest stages of process development to large scale commercial and turn-key manufacturing.

The bioprocessing business’ offering includes cell line and cell culture media development services; cell culture media, process liquids and buffers for manufacturing, chromatography

resins, filtration technologies, aseptic fill finish, as well as single-use hardware and consumables and services such as the design and installation of full manufacturing suites.

The bioprocessing business’ offering in data connectivity and automation, advanced process training, process development services and equipment services for maintaining continuous performance, all help to ensure customers’ processes are optimized and compliant.

Typical users of these products and services include pharmaceutical and biopharmaceutical companies, translational medicine institutions, biotechnology companies and contract manufacturing organizations.

*Discovery and Medical*—The discovery and medical business is a leading provider of solutions to accelerate biotherapeutic research and discovery through high quality sample preparation, and reliable diagnostic assays in addition to ensuring sterility and safety in medical liquids and gasses.

The business provides solutions and technologies for: lab filtration, separation, and purification; lab-scale protein purification and analytical tools to support bio-molecular analysis, identification, and characterization; reagents, membranes and services for diagnostic and assay development; and healthcare filtration solutions for drug delivery and patient care that help minimize patient risk from viral infections in clinical settings.

Customers served by the Biotechnology segment select products based on several factors, including product quality and reliability, the product’s capacity to enhance productivity and flexibility, innovation (particularly productivity and sensitivity improvements), product performance and ergonomics, access to an advanced technical expertise, service and support network and the other factors described under “—Competition.” The businesses in Danaher’s Biotechnology segment market their products and services under several key brands including CYTIVA and PALL.

Manufacturing facilities are in North America, Europe, and Asia.

Additionally, the segment provides products and consumables used to filter and remove contaminants from a variety of liquids and gases in many end-market applications.

Typical users of these capillary electrophoresis instruments and related products are bioanalytical chemists and quality control technicians engaged in the development and manufacture of new biotherapeutics.

The business sells to customers through direct sales personnel and independent distributors.

In September 2022, the Company announced its intention to spin-off its Environmental & Applied Solutions business into a publicly traded company.

The transaction is expected to be tax-free to the Company’s shareholders.

The Company is targeting to complete the EAS Separation in the fourth quarter of 2023, subject to the satisfaction of certain conditions, including obtaining final approval from the Danaher Board of Directors, satisfactory completion of financing, receipt of tax opinions, receipt of favorable rulings from the Internal Revenue Service (“IRS”) and receipt of other regulatory approvals.

Sales in 2022 for this segment by geographic destination (as a percentage of total 2022

sales) were: North America, 46%; Western Europe, 22%; other developed markets, 3%; and high-growth markets, 29%.

Customers in these industries choose suppliers based on a number of factors, including domain experience, speed and accuracy, ease of connection to the internet and other software

While the price of, and global instability with respect to the supply of, oil and gas did not materially, adversely affect the Company’s operations in 2022, the Company is continuing to monitor the oil and gas commodity markets and will seek to mitigate price and/or availability risks as needed.

Russia-Ukraine Conflict

In response to the ongoing conflict in Ukraine, in addition to suspending sales prohibited by sanctions, the Company has suspended the shipment of products to Russia with the exception of products for the purposes of diagnosing and treating patients and producing vaccines and therapeutics.

In the first quarter of 2022, the Company recorded a pretax charge of $43 million, primarily related to the impairment of accounts receivable and inventory, as well as accruals for contractual obligations related to Russian operations.

Russia has significantly reduced the export of natural gas to Europe, creating upward pressure on natural gas prices and a reduced supply of natural gas.

If this trend continues, the Company’s European manufacturing facilities could face increased costs and risks of production disruptions.

The Company’s European customers and suppliers could experience similar adverse impacts, which could further adversely impact the Company’s supply chain and also adversely impact the demand for its products.

The Company will continue monitoring the military, social, political, regulatory and economic environment in Ukraine and Russia and its broader impacts, and will consider further actions as appropriate.

For a discussion of risks related to the Company’s operations as a result of the military conflict between Russia and Ukraine, refer to “Item 1A.

◦D + I.

In 2020 we achieved base pay equity for women and for racial and ethnic minorities in the U.S. and in 2021 expanded the U.S. analysis to include both base pay and short-term incentive compensation.

100 associates) and days away, restricted or transferred (defined as the number of work-related injuries or illness cases that result in an employee working with physical restrictions, being away from work or unable to do their job or transferring to other work, per 100 associates).

In January 2023, the European Commission endorsed a proposal to extend the original compliance dates for both MDR and EU IVDR, subject to approval by the European Parliament and European Council.

The business offers solutions that support its customers across the pharmaceutical and biopharmaceutical value chain, from the earliest stages of drug discovery and research, to product and process development, clinical trials, therapy manufacturing and clinical use.

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

- Life Sciences.

The business’ life sciences technologies facilitate the process of drug discovery, development, regulatory validation and production and are sold to biopharmaceutical and medical customers.

In the biopharmaceutical area, the business sells a broad line of filtration and purification technologies, single use bioreactors and associated accessories, hardware and engineered systems primarily to pharmaceutical and biopharmaceutical companies for use in the development and commercialization of chemically synthesized and biologically derived drugs, plasma and vaccines.

Biotechnology drugs, plasma and biologically derived vaccines in particular are filtration and purification intensive and represent a significant opportunity for growth for the business in the biopharmaceutical area.

In the medical area, hospitals use the Company’s breathing circuit and intravenous filters and water filters to help control the spread of infections.

- Industrial.

Typical users of these products include biologists and chemists engaged in research and drug discovery, who use these products to determine electrical or chemical activity in cell samples.

The business also manufactures products

used in diagnostic tests for many forms of cancer, as well as inherited and infectious diseases.

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

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.

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.

◦D+I.

performance goals aligned to our strategic priorities.

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.

The full application of the EU MDR became effective in May 2021, while the EU IVDR will be fully applicable in May 2022.

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

quality management systems, additional resources in certain functions and updates to technical files, among other changes, which cost $47 million in 2021 and we anticipate will cost approximately $20 million in 2022.

countries either have adopted or are considering similar laws requiring transparency of interactions with health care professionals.

For a discussion of the UK’s withdrawal from the EU (“Brexit”) and certain risks and implications thereof for the Company, refer to “Item 1A.

Risk Factors”.

Consistent with SEC Regulation S-K Item 103, we have elected to disclose those environmental proceedings [added: (if any)] with a governmental entity as a party where the Company reasonably believes such proceeding would result in monetary sanctions, exclusive of interest and costs, of $1 million or more.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

As of February [removed: 4, 2022,] [added: 3, 2023,] the number of shares of Registrant’s common stock outstanding was [removed: 715,352,586.][added: 728,576,886.]

The aggregate market value of common stock held by non-affiliates of the Registrant on July [removed: 2, 2021] [added: 1, 2022] was [removed: $173.7] [added: $167.3] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement specifically incorporated herein by reference, the [removed: 2022] [added: 2023] Proxy Statement is not deemed to be filed as part of this Form 10-K.

| [INFORMATION RELATING TO FORWARD-LOOKING [removed: STATEMENTS](#ia72a687f7b8a4bb1b43219ab5b663314_10)] [added: STATEMENTS](#icc05b8980586439eac5a0d72dad3b37e_10)] | | | | | | | | | [removed: [1](#ia72a687f7b8a4bb1b43219ab5b663314_10)] [added: [1](#icc05b8980586439eac5a0d72dad3b37e_10)] | | |

| | | | Item 1. | | | [removed: [Business](#ia72a687f7b8a4bb1b43219ab5b663314_16)] [added: [Business](#icc05b8980586439eac5a0d72dad3b37e_16)] | | | [removed: [3](#ia72a687f7b8a4bb1b43219ab5b663314_16)] [added: [3](#icc05b8980586439eac5a0d72dad3b37e_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#ia72a687f7b8a4bb1b43219ab5b663314_31)] [added: Factors](#icc05b8980586439eac5a0d72dad3b37e_31)] | | | [removed: [16](#ia72a687f7b8a4bb1b43219ab5b663314_31)] [added: [17](#icc05b8980586439eac5a0d72dad3b37e_31)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#ia72a687f7b8a4bb1b43219ab5b663314_34)] [added: Comments](#icc05b8980586439eac5a0d72dad3b37e_34)] | | | [removed: [34](#ia72a687f7b8a4bb1b43219ab5b663314_34)] [added: [34](#icc05b8980586439eac5a0d72dad3b37e_34)] | | |

| | | | Item 2. | | | [removed: [Properties](#ia72a687f7b8a4bb1b43219ab5b663314_37)] [added: [Properties](#icc05b8980586439eac5a0d72dad3b37e_37)] | | | [removed: [34](#ia72a687f7b8a4bb1b43219ab5b663314_37)] [added: [34](#icc05b8980586439eac5a0d72dad3b37e_37)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#ia72a687f7b8a4bb1b43219ab5b663314_40)] [added: Proceedings](#icc05b8980586439eac5a0d72dad3b37e_40)] | | | [removed: [34](#ia72a687f7b8a4bb1b43219ab5b663314_40)] [added: [34](#icc05b8980586439eac5a0d72dad3b37e_40)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#ia72a687f7b8a4bb1b43219ab5b663314_43)] [added: Disclosures](#icc05b8980586439eac5a0d72dad3b37e_43)] | | | [removed: [34](#ia72a687f7b8a4bb1b43219ab5b663314_43)] [added: [34](#icc05b8980586439eac5a0d72dad3b37e_43)] | | |

| | | | | | | [Information About Our Executive [removed: Officers](#ia72a687f7b8a4bb1b43219ab5b663314_46)] [added: Officers](#icc05b8980586439eac5a0d72dad3b37e_46)] | | | [removed: [35](#ia72a687f7b8a4bb1b43219ab5b663314_46)] [added: [35](#icc05b8980586439eac5a0d72dad3b37e_46)] | | |

| | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia72a687f7b8a4bb1b43219ab5b663314_52)] [added: Securities](#icc05b8980586439eac5a0d72dad3b37e_52)] | | | [removed: [36](#ia72a687f7b8a4bb1b43219ab5b663314_52)] [added: [36](#icc05b8980586439eac5a0d72dad3b37e_52)] | | |

| | | | Item 6. | | | [Not [removed: Applicable](#ia72a687f7b8a4bb1b43219ab5b663314_52)] [added: Applicable](#icc05b8980586439eac5a0d72dad3b37e_52)] | | | [removed: [36](#ia72a687f7b8a4bb1b43219ab5b663314_52)] [added: [36](#icc05b8980586439eac5a0d72dad3b37e_52)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia72a687f7b8a4bb1b43219ab5b663314_55)] [added: Operations](#icc05b8980586439eac5a0d72dad3b37e_55)] | | | [removed: [37](#ia72a687f7b8a4bb1b43219ab5b663314_55)] [added: [37](#icc05b8980586439eac5a0d72dad3b37e_55)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia72a687f7b8a4bb1b43219ab5b663314_118)] [added: Risk](#icc05b8980586439eac5a0d72dad3b37e_118)] | | | [removed: [56](#ia72a687f7b8a4bb1b43219ab5b663314_118)] [added: [58](#icc05b8980586439eac5a0d72dad3b37e_118)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ia72a687f7b8a4bb1b43219ab5b663314_121)] [added: Data](#icc05b8980586439eac5a0d72dad3b37e_121)] | | | [removed: [57](#ia72a687f7b8a4bb1b43219ab5b663314_121)] [added: [59](#icc05b8980586439eac5a0d72dad3b37e_121)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia72a687f7b8a4bb1b43219ab5b663314_214)] [added: Disclosure](#icc05b8980586439eac5a0d72dad3b37e_208)] | | | [removed: [111](#ia72a687f7b8a4bb1b43219ab5b663314_214)] [added: [109](#icc05b8980586439eac5a0d72dad3b37e_208)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#ia72a687f7b8a4bb1b43219ab5b663314_217)] [added: Procedures](#icc05b8980586439eac5a0d72dad3b37e_211)] | | | [removed: [111](#ia72a687f7b8a4bb1b43219ab5b663314_217)] [added: [109](#icc05b8980586439eac5a0d72dad3b37e_211)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#ia72a687f7b8a4bb1b43219ab5b663314_220)] [added: Information](#icc05b8980586439eac5a0d72dad3b37e_214)] | | | [removed: [111](#ia72a687f7b8a4bb1b43219ab5b663314_220)] [added: [109](#icc05b8980586439eac5a0d72dad3b37e_214)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia72a687f7b8a4bb1b43219ab5b663314_2097)] [added: Inspections](#icc05b8980586439eac5a0d72dad3b37e_217)] | | | [removed: [111](#ia72a687f7b8a4bb1b43219ab5b663314_2097)] [added: [109](#icc05b8980586439eac5a0d72dad3b37e_217)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia72a687f7b8a4bb1b43219ab5b663314_226)] [added: Governance](#icc05b8980586439eac5a0d72dad3b37e_223)] | | | [removed: [111](#ia72a687f7b8a4bb1b43219ab5b663314_226)] [added: [109](#icc05b8980586439eac5a0d72dad3b37e_223)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#ia72a687f7b8a4bb1b43219ab5b663314_229)] [added: Compensation](#icc05b8980586439eac5a0d72dad3b37e_226)] | | | [removed: [112](#ia72a687f7b8a4bb1b43219ab5b663314_229)] [added: [110](#icc05b8980586439eac5a0d72dad3b37e_226)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia72a687f7b8a4bb1b43219ab5b663314_232)] [added: Matters](#icc05b8980586439eac5a0d72dad3b37e_229)] | | | [removed: [112](#ia72a687f7b8a4bb1b43219ab5b663314_232)] [added: [110](#icc05b8980586439eac5a0d72dad3b37e_229)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia72a687f7b8a4bb1b43219ab5b663314_235)] [added: Independence](#icc05b8980586439eac5a0d72dad3b37e_232)] | | | [removed: [112](#ia72a687f7b8a4bb1b43219ab5b663314_235)] [added: [110](#icc05b8980586439eac5a0d72dad3b37e_232)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#ia72a687f7b8a4bb1b43219ab5b663314_238)] [added: Services](#icc05b8980586439eac5a0d72dad3b37e_235)] | | | [removed: [112](#ia72a687f7b8a4bb1b43219ab5b663314_238)] [added: [110](#icc05b8980586439eac5a0d72dad3b37e_235)] | | |

| | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ia72a687f7b8a4bb1b43219ab5b663314_244)] [added: Schedules](#icc05b8980586439eac5a0d72dad3b37e_241)] | | | [removed: [113](#ia72a687f7b8a4bb1b43219ab5b663314_244)] [added: [111](#icc05b8980586439eac5a0d72dad3b37e_241)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#ia72a687f7b8a4bb1b43219ab5b663314_247)] [added: Summary](#icc05b8980586439eac5a0d72dad3b37e_244)] | | | [removed: [113](#ia72a687f7b8a4bb1b43219ab5b663314_244)] [added: [111](#icc05b8980586439eac5a0d72dad3b37e_241)] | | |

All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, pricing, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, [removed: split-offs] [added: split-offs, initial public offerings, other securities offerings] or other distributions, strategic opportunities, [removed: securities offerings,] stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; future regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; the potential or anticipated direct or indirect impact of COVID-19 on our business, results of operations and/or financial condition; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Danaher intends or believes will or may occur in the future.

[removed: - Conditions] [added: Other conditions] in the global economy, the particular markets we serve and the financial markets can [added: also] adversely affect our business and financial statements.

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

- The health care industry and related industries that we serve [removed: have undergone, and] are [removed: in the process of undergoing,] [added: undergoing] significant changes in an effort to reduce (and increase the predictability of) costs, which can adversely affect our business and financial statements.

- Non-U.S. economic, political, legal, compliance, social and business factors [removed: (including the United Kingdom’s departure from] [added: (such as] the [removed: European Union (“EU”))] [added: military conflict between Russia and Ukraine)] can negatively affect our business and financial statements.

- Collaborative partners and other third-parties we rely on for development, supply [removed: and] [added: and/or] marketing of certain products, potential products and technologies could fail to perform sufficiently.

- Divestitures or other dispositions [added: (including the anticipated EAS Separation)] could negatively impact our business, and contingent liabilities from [added: EAS or from] businesses that we or our predecessors have [added: previously] disposed could adversely affect our business and financial statements.

For example, we could incur significant liability if [added: the EAS Separation or] any of the split-off or spin-off transactions we have [added: previously] consummated [removed: is] [added: are] determined to be a taxable transaction or otherwise pursuant to our indemnification obligations with respect to such transactions.

- Significant disruptions in, or breaches in security of, our information technology [added: (“IT”)] systems or data; [added: data privacy violations;] other losses or disruptions [added: to facilities, supply chains, distribution systems or IT systems] due to catastrophe; and labor disputes can all adversely affect our business and financial statements.

- Climate change, [removed: or] legal or regulatory measures to address climate [added: change and any inability to address stakeholder expectations with respect to climate] change, may negatively affect us.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#icc05b8980586439eac5a0d72dad3b37e_13) | | | | | | | | | | | |

| [PART II](#icc05b8980586439eac5a0d72dad3b37e_49) | | | | | | | | | | | |

| [PART III](#icc05b8980586439eac5a0d72dad3b37e_220) | | | | | | | | | | | |

| [PART IV](#icc05b8980586439eac5a0d72dad3b37e_238) | | | | | | | | | | | |

- The COVID-19 pandemic has adversely impacted and could in the future continue to adversely impact elements of our business and financial statements.

- We intend to separate our Environmental & Applied Solutions (“EAS”) segment to create a publicly-traded company in the fourth quarter of 2023 (the “EAS Separation”).

The proposed transaction may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits.

- Our financial results are subject to fluctuations in the cost and availability of the supplies we use in, and the labor we need for, our operations.

In 2022 we experienced supply chain disruptions including in some cases shortages of supply, cost inflation and shipping delays, labor availability constraints and labor cost increases.

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

In addition, in times of national emergency the U.S. government could also control our allocation of manufacturing capacity.

- Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements.

| 4.75% Mandatory Convertible Preferred Stock, Series A, without par value | | | DHR.PRA | | | New York Stock Exchange | | |

| Floating Rate Senior Notes due 2022 | | | DHR/22A | | | New York Stock Exchange | | |

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

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

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

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

- The COVID-19 pandemic has adversely impacted, and continues to pose risks to, certain elements of our business and our financial statements, the nature and extent of which are highly uncertain and unpredictable.

- 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 supply or due to limited availability of labor, our business and financial statements may suffer.

Adverse changes with respect to key distributors and other channel partners can also adversely affect our business and financial statements.

Changes in governmental regulations can also reduce demand for our offerings or increase our expenses.

As of December 31, [removed: 2021,] [added: 2022,] the Company had facilities in over 60 countries, including approximately [removed: 247] [added: 244] significant administrative, sales, research and development, manufacturing and distribution facilities.

[removed: 91] [added: 90] of these facilities are located in the United States in over 20 states and [removed: 156] [added: 154] are located outside the United States, primarily in Europe and to a lesser extent in Asia, South America, [removed: the rest of North America] [added: Canada] and Australia.

Set forth below are the names, ages, positions and experience of Danaher’s executive officers as of February 4, [removed: 2022.][added: 2023.]

| Steven M. Rales | | | | | | [removed: 70] [added: 71] | | | | | | Chairman of the Board | | | | | | 1984 | | |

| Mitchell P. Rales | | | | | | [removed: 65] [added: 66] | | | | | | Chairman of the Executive Committee | | | | | | 1984 | | |

| Rainer M. Blair | | | | | | [removed: 57] [added: 58] | | | | | | President and Chief Executive Officer | | | | | | 2014 | | |

| Matthew R. McGrew | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | 2019 | | |

| Jennifer L. Honeycutt | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President | | | | | | 2021 | | |

| Joakim Weidemanis | | | | | | [removed: 52] [added: 53] | | | | | | Executive Vice President | | | | | | 2017 | | |

| Brian W. Ellis | | | | | | [removed: 55] [added: 56] | | | | | | Senior Vice President – General Counsel | | | | | | 2016 | | |

| Jose-Carlos Gutierrez-Ramos | | | | | | [removed: 59] [added: 60] | | | | | | Senior Vice President – Chief Science Officer | | | | | | 2020 | | |

| William H. King | | | | | | [removed: 54] [added: 55] | | | | | | Senior Vice President – Strategic Development | | | | | | 2005 | | |

| [removed: Angela S. Lalor] [added: Georgeann F. Couchara] | | | | | | [removed: 56] [added: 46] | | | | | | Senior Vice President [removed: –] [added: -] Human Resources | | | | | | [removed: 2012] [added: 2022] | | |

| Daniel A. Raskas | | | | | | [removed: 55] [added: 56] | | | | | | Senior Vice President – Corporate Development | | | | | | 2004 | | |

Mr. Rales is also a member of the board of directors of [removed: Colfax] [added: each of Enovis Corporation and ESAB] Corporation, and is a brother of Steven M.

Joakim Weidemanis has served as Executive Vice President since December [removed: 2017 after serving as Vice President – Group Executive from March 2014 until December] 2017.

Prior to joining Danaher, Dr. Gutierrez-Ramos served as Vice [removed: President-Drug] [added: President – Drug] Discovery for AbbVie, Inc., a biopharmaceutical company, from January 2020 to December 2020; as President and CEO of Repertoire Immune Medicines, a biotechnology company, from August 2018 until January 2020; and as President and CEO of Synlogic, Inc., a biopharmaceutical company, from August 2015 until August 2018.

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

Georgeann F.

Couchara has served as Senior Vice President – Human Resources since April 2022, after serving as Vice President-Talent from January 2021 to April 2022, Vice President – Human Resources for Danaher’s Life Sciences business from July 2019 to January 2021 and Senior Vice President-Human Resources and Communications for Danaher’s Pall business from June 2017 to July 2019.

Angela S.

Lalor has served as Senior Vice President – Human Resources since joining Danaher in 2012.

As of February [removed: 4, 2022,] [added: 3, 2023,] there were [removed: 2,343] [added: 2,300] holders of record of Danaher’s common stock.

[removed: Except in connection with the Envista Split-Off in 2019, neither] [added: Neither] the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during [removed: 2021, 2020] [added: 2022, 2021] or [removed: 2019.][added: 2020, other than as described in Note 19.]

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on this assessment, management concluded that, as of December 31, [removed: 2021,] [added: 2022,] the Company’s internal control over financial reporting is effective.

This report dated February [removed: 23, 2022] [added: 22, 2023] appears on [removed: pages 58 and 59] [added: page [60](#i0b8bf8be606e4e9097043bc2951ce0c7_10215)] of this Form 10-K.

We have audited Danaher Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on the COSO criteria.

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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 23, 2022] [added: 22, 2023] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 23, 2022] [added: 22, 2023] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing separate opinions on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | As discussed in Note 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. [removed: For some matters, the] [added: The] Company [removed: uses] [added: applies the applicable tax law and] 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: 2021,] [added: 2022,] the Company’s gross unrecognized tax benefits related to uncertain tax positions were approximately $1.1 billion. [removed: As further discussed in Note 7, if the Internal Revenue Service proposes adjustments related to] [added: Auditing] the [removed: Company's self-insurance programs] [added: recognition] and [removed: if the Company is unsuccessful in defending its position] [added: measurement of certain of] the [removed: Company may be required to record a charge against future earnings. The Company believes its] [added: Company’s tax] positions [removed: related to] [added: including] the [removed: self-insurance programs are] [added: evaluation of whether such tax position is] more likely than not [removed: sustainable and accordingly has no unrecognized tax benefit related] to [removed: these self-insurance programs. Due to the inherent uncertainty in predicting] [added: be sustained, and if applicable] the [removed: resolution of some] [added: measurement] of [removed: these tax matters, auditing] the [removed: Company’s uncertain tax positions and the related unrecognized tax benefits] [added: benefit,] is complex and required the use of tax subject matter [removed: resources to determine whether the more likely than not criteria was met.] [added: resources.] | | |

| *How We Addressed the Matter in Our Audit* | | | We tested controls over management’s accounting for [removed: uncertain] tax positions, including assessment of the technical merits of tax [removed: positions.] [added: positions and if applicable, the measurement of the benefit of the tax position.] To evaluate whether the technical merits of [removed: some uncertain] [added: certain of the Company’s income] 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. [removed: We] [added: For certain of the income tax positions, we] also involved tax subject matter resources in [removed: verifying] [added: corroborating] our understanding of the relevant [removed: facts and analysis by reading] [added: facts, examining the Company’s analysis, evaluating] relevant correspondence with the tax authority and reading third-party advice obtained by [removed: management.] [added: management, as applicable.] We also evaluated the adequacy of the Company’s disclosures included in Note 7 to the consolidated financial [removed: statements in relation to these matters.] [added: statements.] | | |

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | | [added: | | |]

| Cash and equivalents | | | $ | [removed: 2,586] [added: 5,995] | | | | | $ | [removed: 6,035] [added: 2,586] | |

| Trade accounts receivable, less allowance for doubtful accounts of [removed: $124] [added: $126] as of December 31, [removed: 2021] [added: 2022] and [removed: $132] [added: $124] as of December 31, [removed: 2020] [added: 2021] | | | [removed: 4,631] [added: 4,918] | | | | | | [removed: 4,045] [added: 4,631] | | |

| Inventories | | | [removed: 2,767] [added: 3,110] | | | | | | [removed: 2,292] [added: 2,767] | | |

| Prepaid expenses and other current assets | | | [removed: 1,664] [added: 1,860] | | | | | | [removed: 1,430] [added: 1,664] | | |

| Total current assets | | | [removed: 11,648] [added: 15,883] | | | | | | [removed: 13,802] [added: 11,648] | | |

| Property, plant and equipment, net | | | [removed: 3,790] [added: 3,956] | | | | | | [removed: 3,262] [added: 3,790] | | |

| Other long-term assets | | | [removed: 3,719] [added: 4,459] | | | | | | [removed: 2,395] [added: 3,719] | | |

| Goodwill | | | [removed: 41,184] [added: 39,752] | | | | | | [removed: 35,420] [added: 41,184] | | |

| Other intangible assets, net | | | [removed: 22,843] [added: 20,300] | | | | | | [removed: 21,282] [added: 22,843] | | |

| Total assets | | | $ | [removed: 83,184] [added: 84,350] | | | | | $ | [removed: 76,161] [added: 83,184] | |

| Notes payable and current portion of long-term debt | | | $ | [removed: 8] [added: 591] | | | | | $ | [removed: 11] [added: 8] | |

| Trade accounts payable | | | [removed: 2,569] [added: 2,296] | | | | | | [removed: 2,049] [added: 2,569] | | |

| Accrued expenses and other liabilities | | | [removed: 5,563] [added: 5,502] | | | | | | [removed: 5,342] [added: 5,563] | | |

| Total current liabilities | | | [removed: 8,140] [added: 8,389] | | | | | | [removed: 7,402] [added: 8,140] | | |

| Other long-term liabilities | | | [removed: 7,699] [added: 6,785] | | | | | | [removed: 7,789] [added: 7,699] | | |

| Long-term debt | | | [removed: 22,168] [added: 19,086] | | | | | | [removed: 21,193] [added: 22,168] | | |

| Preferred stock, no par value, 15.0 million shares authorized; [added: no shares and] 1.65 million shares of 4.75% Mandatory Convertible Preferred Stock, Series A, issued and outstanding as of December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020;] [added: 2021, respectively;] 1.72 million shares of 5.00% Mandatory Convertible Preferred Stock, Series B, issued and outstanding as of December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020] [added: 2021] | | | [removed: 3,268] [added: 1,668] | | | | | | 3,268 | | |

| Common stock - $0.01 par value, 2.0 billion shares authorized; [removed: 855.7] [added: 869.3] million issued and [removed: 715.0] [added: 728.3] million outstanding as of December 31, [removed: 2021; 851.3] [added: 2022; 855.7] million issued and [removed: 711.0] [added: 715.0] million outstanding as of December 31, [removed: 2020] [added: 2021] | | | 9 | | | | | | 9 | | |

| Additional paid-in capital | | | [removed: 10,090] [added: 12,072] | | | | | | [removed: 9,698] [added: 10,090] | | |

| Retained earnings | | | [removed: 32,827] [added: 39,205] | | | | | | [removed: 27,159] [added: 32,827] | | |

| Accumulated other comprehensive income (loss) | | | [removed: (1,027)] [added: (2,872)] | | | | | | [removed: (368)] [added: (1,027)] | | |

| Total Danaher stockholders’ equity | | | [removed: 45,167] [added: 50,082] | | | | | | [removed: 39,766] [added: 45,167] | | |

| Noncontrolling interests | | | [removed: 10] [added: 8] | | | | | | [removed: 11] [added: 10] | | |

| Total stockholders’ equity | | | [removed: 45,177] [added: 50,090] | | | | | | [removed: 39,777] [added: 45,177] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 83,184] [added: 84,350] | | | | | $ | [removed: 76,161] [added: 83,184] | |

February 22, 2023

February 22, 2023

| Conversion of Mandatory Convertible Preferred Stock to common stock | | | (1,600) | | | | | | — | | | | | | — | | |

| Common stock issued in connection with Mandatory Convertible Preferred Stock conversions | | | 1,600 | | | | | | — | | | | | | — | | |

| Acquisition of noncontrolling interests | | | (14) | | | | | | — | | | | | | — | | |

| Net earnings | | | $ | 7,209 | | | | | $ | 6,433 | | | | | $ | 3,646 | |

- The Biotechnology segment includes the bioprocessing and discovery and medical businesses and offers a broad range of tools, consumables and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines.

The biotherapeutics that the Company’s solutions support range from replacement therapies such as insulin, vaccines, recombinant proteins and other biologic drugs, to novel cell, gene, mRNA and other nucleic acid therapies.

Additionally, the segment provides products and consumables used to filter and remove contaminants from a variety of liquids and gases in many end-market applications.

The Company regularly performs detailed reviews of its portfolios to determine if an

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | 2021 | | |

and records revenue for product sales upon shipment.

other related activities.

The Company prospectively adopted the ASU effective January 1, 2022 and applied the disclosure guidance to all transactions within the scope of the ASU that were reflected in the financial statements at the date of initial application and new transactions that are entered into subsequent to the date of initial application.

The Company accounts for the government assistance transactions by analogy to the grant accounting model in International Accounting Standards 20 *Accounting for Government Grants and Disclosure of Government Assistance*.

Property, plant and equipment purchased using funds provided by governments are recorded net of government assistance.

In June 2022, the FASB issued ASU No. 2022-03, *Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions*.

The ASU clarifies the guidance in ASC 820, *Fair Value Measurement,* related to the measurement of the fair value of an equity security subject to contractual sale restrictions and introduces disclosure requirements related to such equity securities.

The Company early adopted the ASU effective July 1, 2022 and the impact of the adoption was not significant.

revenue growth rates, royalty rates and technology obsolescence rates.

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

assumed financing of the transaction and the impact of the purchase price allocation (including the amortization of acquired

intangible assets).

| | | | 2022 | | | | | | 2021 | | |

| Sales | | | $ | 31,538 | | | | | $ | 29,817 | |

DISCONTINUED OPERATIONS AND ENVIRONMENTAL & APPLIED SOLUTIONS SEPARATION

Environmental & Applied Solutions Separation

In September 2022, the Company announced its intention to spin-off its Environmental & Applied Solutions business into a publicly traded company (the “EAS Separation”).

The Environmental & Applied Solutions business had sales for the year-ended December 31, 2022 of approximately $4.8 billion.

The transaction is expected to be tax-free to the Company’s shareholders.

The Company is targeting to complete the EAS Separation in the fourth quarter of 2023, subject to the satisfaction of certain conditions, including obtaining final approval from the Danaher Board of Directors, satisfactory completion of financing, receipt of tax opinions, receipt of favorable rulings from the Internal Revenue Service (“IRS”) and receipt of other regulatory approvals.

For the years ended December 31, 2022 and 2020, 1.4 million and 1.0 million options to purchase shares, respectively, were excluded from the diluted earnings

On April 15, 2022, all outstanding shares of the MCPS Series A converted into 11.0 million shares of the Company’s common stock.

Refer to Note 19 for additional information about the MCPS Series A conversion.

| North America(a) | | | $ | 3,054 | | | | | $ | 3,154 | | | | | $ | 5,522 | | | | | $ | 2,238 | | | | | $ | 13,968 | |

| Western Europe | | | 2,645 | | | | | | 1,377 | | | | | | 1,837 | | | | | | 1,051 | | | | | | 6,910 | | |

| Other developed markets | | | 358 | | | | | | 506 | | | | | | 481 | | | | | | 122 | | | | | | 1,467 | | |

| High-growth markets(b) | | | 2,701 | | | | | | 1,999 | | | | | | 3,009 | | | | | | 1,417 | | | | | | 9,126 | | |

| Total | | | $ | 8,758 | | | | | $ | 7,036 | | | | | $ | 10,849 | | | | | $ | 4,828 | | | | | $ | 31,471 | |

The Company completed the acquisition of Aldevron on August 30, 2021.

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

Aldevron constituted 12% of the Company’s total assets as of December 31, 2021 and less than 1% of the Company’s total revenues for the year then ended.

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 Aldevron, which is included in the 2021 consolidated financial statements of the Company and constituted 12% of total assets as of December 31, 2021 and 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 Aldevron.

February 23, 2022

| | | | Accounting for the Acquisition of Aldevron | | |

| *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 Aldevron was complex due to the estimation uncertainty in determining the fair value of intangible 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 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 of the acquired business including earnings before interest, taxes, depreciation and 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. | | |

| *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 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 technology obsolescence rates. | | |

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

| Sale of Envista Holdings Corporation common stock | | | — | | | | | | — | | | | | | (60) | | |

| Tendered common stock in exchange offer for Envista Holdings Corporation common stock | | | — | | | | | | — | | | | | | (3,452) | | |

| Activity related to Envista Holdings Corporation, net | | | — | | | | | | — | | | | | | (3) | | |

| Total investing cash used in discontinued operations | | | — | | | | | | — | | | | | | (72) | | |

| Net cash used in investing activities | | | (12,987) | | | | | | (21,239) | | | | | | (1,238) | | |

| Net proceeds from the sale of Envista Holdings Corporation common stock, net of issuance costs | | | — | | | | | | — | | | | | | 643 | | |

| Cash distributions to Envista Holdings Corporation, net | | | — | | | | | | — | | | | | | (224) | | |

| Net cash provided by financing activities | | | 1,295 | | | | | | 1,006 | | | | | | 16,365 | | |

| Supplemental disclosure: | | | | | | | | | | | | | | | | | |

| Shares redeemed through the split-off of Envista Holdings Corporation (22.9 million shares held as Treasury shares) | | | $ | — | | | | | $ | — | | | | | $ | 3,452 | |

If the financial condition of the Company’s

Foreign currency translation adjustments generally relate to indefinite investments in non-U.S. subsidiaries, net of any tax impacts.

The ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

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

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.

The Company financed the Aldevron Acquisition

| Sales | | | $ | 29,746 | | | | | $ | 23,471 | |

The 2021 unaudited pro forma sales and net earnings from continuing operations set forth above were adjusted to exclude the pretax impact of $30 million of non-recurring acquisition date fair value adjustments to inventory related to the Aldevron Acquisition and $46 million of non-recurring acquisition date fair value adjustments to inventory and deferred revenue related to the Cytiva Acquisition.

The 2020 unaudited pro forma net earnings from continuing operations were adjusted to include the impact of these items.

The pretax gain of $455 million ($305 million after-tax) related to the divestiture of certain product lines that was required as a condition to obtaining certain regulatory approvals for the closing of the Cytiva Acquisition was also excluded from the 2020 pro forma net earnings.

DISCONTINUED OPERATIONS

Envista Holdings Corporation Disposition

On September 20, 2019, Envista Holdings Corporation (“Envista”), completed an initial public offering (“IPO”) of 30.8 million shares of its common stock, 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.

Envista realized net proceeds of $643 million from the IPO, after deducting underwriting discounts and deal expenses.

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”).

In exchange, Envista transferred consideration of approximately $2.0 billion to the Company, which consists primarily of the net proceeds from the IPO and approximately $1.3 billion of proceeds from Envista’s term debt financing.

The excess of the net book value of the business transferred to Envista over the net proceeds from the IPO was $60 million and was recorded as a reduction to additional paid-in capital in the accompanying Consolidated Balance Sheet.

On December 18, 2019, Danaher completed the disposition of the 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 the Company’s common stock in exchange for the remaining shares of Envista 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.

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: 2021] [added: 2022] 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.

In the normal course of business, as permitted and authorized by the OFAC General [removed: License,] [added: License (but subject to the Company’s suspension of sales prohibited by sanctions and suspension of] certain [added: product shipments to Russia as a result] of the [added: conflict with Ukraine, as described above), certain of the] Company’s subsidiaries [added: may] 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.

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.

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 [added: Company’s 2023 annual meeting of shareholders and from the information under the caption “Information About Our]

The Code of Conduct is available in the [removed: “Investors”] [added: “Sustainability”] 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”] [added: “Sustainability”] section of its website, at www.danaher.com, within four business days following the date of such amendment or waiver.

Executive Officers” in Part I hereof.

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 [added: (other than the Pay Versus Performance disclosure)] and Summary of Employment Agreements and Plans in the Proxy Statement for the Company’s [removed: 2022] [added: 2023] annual meeting of shareholders (provided that the Compensation Committee Report shall not be deemed to be [removed: “filed”).][added: “filed” and the Pay-Versus-Performance disclosure shall not be deemed to be incorporated by reference herein).]

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: 2022] [added: 2023] annual meeting of [removed: shareholders.][added: shareholders (provided that the Pay-Versus-Performance disclosure shall not be deemed to be incorporated by reference herein).]

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: 2022] [added: 2023] 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: 2022] [added: 2023] annual meeting of shareholders.

An index of Exhibits and Schedules is on page [removed: 114] [added: [112](#idc0990cb77cc4425a0da9f8ac0e74f8b_523)] of this report.

| Valuation and Qualifying Accounts | | | [removed: [121](#ia72a687f7b8a4bb1b43219ab5b663314_256)] [added: [119](#icc05b8980586439eac5a0d72dad3b37e_253)] | | |

| 3.2 | | | | | | [Certificate of Designations of the 4.75% Mandatory Convertible Preferred Stock, Series [removed: A](http://www.sec.gov/Archives/edgar/data/313616/000119312519061189/d718238dex31.htm)] [added: A](https://www.sec.gov/Archives/edgar/data/313616/000119312519061189/d718238dex31.htm)] | | | | | | Incorporated by reference from Exhibit 3.1 to Danaher Corporation’s Current Report on Form 8-K filed March 1, 2019 | | |

| 3.4 | | | | | | [Amended and Restated By-laws of Danaher Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361621000096/ex31danaherbylaws7211.htm) | | | | | | Incorporated by reference from Exhibit 3.1 to Danaher Corporation’s Current Report on Form 8-K filed [removed: July 13, 2021] [added: December 7, 2022] | | |

| 4.13 | | | | | | [Specimen Certificate of the [removed: 4.75%] [added: 5.00%] Mandatory Convertible Preferred Stock, Series [removed: A](http://www.sec.gov/Archives/edgar/data/313616/000119312519061189/d718238dex31.htm)] [added: B](http://www.sec.gov/Archives/edgar/data/313616/000162828020007564/exhibit318-k.htm)] | | | | | | Included in Exhibit [removed: 3.2] [added: 3.3] above | | |

| [removed: 4.15] [added: 4.14] | | | | | | [Description of Securities Registered Under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex0415-descriptionofsecu.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex0414-descriptionofsecu.htm)] | | | | | | | | |

| 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/313616/000031361622000061/ex104-february2022grantx.htm)] [added: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex104-omnibusincentivepl.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/313616/000031361622000061/ex105-february2022grantx.htm)] [added: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex105-rsuawardagreement.htm)] | | | | | | | | |

| 10.6 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan Stock Option [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex106-february2022grantx.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex106-nqagreement.htm)] | | | | | | | | |

| 10.7 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan RSU [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex107-february2022grantx.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex107-rsuagreement.htm)] | | | | | | | | |

| 10.8 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan PSU [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex108-february2022grantx.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex108-psuagreement.htm)] | | | | | | | | |

| 10.19 | | | | | | [Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation [removed: 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)] [added: and Jennifer Honeycutt dated January 26, 2021*](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex1019-honeycuttncaeo.htm)] | | | | | | [added: Incorporated by reference from Exhibit 10.19 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021] | | |

| 21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/dhr-20211231xexx211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/dhr-20221231xexx211.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/313616/000031361622000061/dhr-20211231xexx221.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/dhr-20221231xexx221.htm)] | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex2301-consentofindepend.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex231-consentofindepende.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/313616/000031361622000061/dhr-20211231xexx311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/dhr-20221231xexx311.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/313616/000031361622000061/dhr-20211231xexx312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/dhr-20221231xexx312.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/313616/000031361622000061/dhr-20211231xexx321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/dhr-20221231xexx321.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/313616/000031361622000061/dhr-20211231xexx322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/dhr-20221231xexx322.htm)] | | | | | | | | |

| | | | (4) | | | Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] (ii) Consolidated Statements of Earnings for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] (v) Consolidated Statements of Cash Flows for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020] and (vi) Notes to Consolidated Financial Statements. | | |

| Date: | | | February [removed: 23, 2022] [added: 22, 2023] | | | By: | | | | | | /s/ RAINER M. BLAIR | | |

| /s/ STEVEN M. RALES | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| /s/ MITCHELL P. RALES | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| /s/ RAINER M. BLAIR | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| /s/ LINDA [removed: HEFNER] FILLER | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| Linda [removed: Hefner] Filler | | | | | | | | | | | |

| /s/ TERI LIST | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| /s/ WALTER G. LOHR, JR. | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| /s/ JESSICA L. MEGA, M.D., MPH | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| /s/ PARDIS C. SABETI, M.D., D.Phil | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| /s/ A. SHANE SANDERS | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| /s/ JOHN T. SCHWIETERS | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| /s/ ALAN G. SPOON | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| /s/ RAYMOND C. STEVENS, Ph.D. | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| /s/ ELIAS A. ZERHOUNI, M.D. | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| /s/ MATTHEW R. MCGREW | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| /s/ CHRISTOPHER M. BOUDA | | | | | | February [removed: 23, 2022] [added: 22, 2023] | | | | | |

| Year ended December 31, [removed: 2019:] [added: 2022:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | [removed: 103] [added: 126] | | | | | [removed: 30] [added: 29] | | | | | | [removed: (1)] [added: (5)] | | | | | | — | | | | | | [removed: (27)] [added: (22)] | | | | | | $ | [removed: 105] [added: 128] | |

| 10.20 | | | | | | [Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Jose](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex-1020xcompetitionagree.htm)[\-](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex-1020xcompetitionagree.htm)[Carlos Gutierrez-Ramos dated February 14, 2023*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex-1020xcompetitionagree.htm) | | | | | | | | |

| 10.21 | | | | | | [Letter Agreement by and between](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex-1021xletteragreement.htm) [Danaher Corporation and Jose-Carlos Gutierrez-Ramos dated November 23, 2020](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex-1021xletteragreement.htm)[*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex-1021xletteragreement.htm) | | | | | | | | |

| 10.22 | | | | | | [Description of compensation arrangements for non-management directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex1022-directorcompensat.htm) | | | | | | | | |

| /s/ FEROZ DEWAN | | | | | | February 22, 2023 | | | | | |

| Feroz Dewan | | | | | | | | | | | |

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

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

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

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

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

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

| 10.20 | | | | | | [Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Angela S. Lalor dated March 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, 2016 | | |

| 10.21 | | | | | | [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 | | |

| 10.22 | | | | | | [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 | | |