Danaher (DHR) 10-K risk factor changes: FY2023 vs FY2022

We have identified the risks and uncertainties described [removed: below] [added: below, some of which we have experienced and any of which may occur in the future,] as material, but they are not the only risks and uncertainties facing us.

[removed: Our] [added: In addition, our] global operations expose us to risks associated with public health crises, including epidemics and pandemics such as COVID-19.

[removed: While the direct impact of COVID-19 and many of the preventive measures moderated in 2022, any] [added: 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 [removed: businesses] [added: business] and financial statements.

[removed: Declines] [added: Further declines] in demand for our COVID-19 related products that are unanticipated in timing or magnitude could adversely affect our business and financial statements.

[removed: Slower] [added: In addition to inflation and higher interest rates, slower] economic growth in the domestic and/or international markets, [removed: 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 [removed: policies,] [added: policies (including as a result of upcoming elections in the U.S.),] changes in capital requirements for financial institutions, government budget negotiation dynamics, [removed: sequestration,] [added: sequestration or government shut-downs,] austerity measures and other challenges that affect economies of the world [removed: 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:]

[removed: These changes as well as other impacts from market demand, government regulations, third-party coverage and reimbursement policies and societal pressures are changing the way healthcare is delivered, reimbursed and funded and have in the past and could in the future cause participants in the healthcare industry and related industries that we serve] to purchase fewer of our products and services, reduce the prices they are willing to pay for our products or services, reduce the amounts of reimbursement and funding available for our products and services from governmental agencies or third-party payors, heighten clinical data requirements, reduce the volume of medical procedures that use our products and services, affect the acceptance rate of new technologies and products and increase our compliance and other costs.

In [removed: 2022] [added: 2023] approximately [removed: 58%] [added: 60%] of our sales [added: from continuing operations] 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 [removed: expect] [added: plan] 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, social, compliance, business or economic conditions, such as the devaluation of particular [removed: currencies;][added: currencies or military conflict;]

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

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

In [removed: 2022] [added: 2023] we generated approximately 13% of our sales from [added: continuing operations from] China.

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

In addition, in certain of our businesses demand depends on customers’ capital spending [removed: budgets as well as] [added: budgets,] government funding [removed: policies,] [added: policies] and [added: interest rates, and] matters of public policy and government [removed: budget] [added: budget, fiscal and monetary] dynamics as well as product and economic cycles can affect the spending decisions of these entities.

Promising acquisitions and investments are difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers or investors, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions [removed: and obtain applicable antitrust and other regulatory approvals on acceptable terms.]

- in connection with acquisitions and joint ventures, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which can have unpredictable financial [removed: results;][added: results and/or lead to disputes and litigation;]

[removed: Transactions such as these] [added: The Dispositions and any future, similar transactions] pose risks and challenges that could negatively impact our business and financial statements.

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, [removed: and] disputes can arise with the new owners of the divested/disposed [removed: business.][added: business, we may not realize some or all of the anticipated benefits from the transaction and the transaction may not yield greater net benefits to Danaher and its shareholders than if it had not occurred.]

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

With respect to each of the [removed: Communications Disposition, the Fortive Disposition and the Envista Disposition,] [added: Dispositions,] 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 (and we expect to enter into similar agreements in connection with the EAS Separation).][added: forward.]

We could incur significant liability if any of the [removed: Fortive Disposition, the Envista Disposition or the EAS Separation] [added: Dispositions] is determined to be a taxable transaction.

We have received opinions from outside tax counsel to the effect that [removed: each of] the [added: Dispositions of] Fortive [removed: Disposition and the] [added: Corporation in 2016,] Envista [removed: Disposition] [added: Holdings Corporation in 2019 and Veralto Corporation in 2023 each] qualifies as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Internal Revenue [removed: Code, and we anticipate obtaining a similar opinion with respect to the EAS Separation.][added: Code.]

Notwithstanding the opinion of tax counsel, the [removed: IRS] [added: Internal Revenue Service (“IRS”)] could determine on audit that any such transactions are taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the respective opinion.

[added: These systems, products and services (including those we] acquire through business acquisitions) [removed: can be] [added: are susceptible to being] damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, ransomware, human error or malfeasance (including by employees), power outages, hardware failures, telecommunication or utility failures, [removed: catastrophes] [added: catastrophes, war, conflicts] or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate.

[removed: Attacks can] [added: Certain attacks] also target hardware, software and information installed, stored or transmitted in our products after such products have been purchased and incorporated into third-party products, facilities or infrastructure.

The attacks, breaches, misappropriations and other disruptions and damage described above [removed: can] [added: have the ability to] interrupt our operations or the operations of our customers and partners, delay production and shipments, result in theft of our and our customers’ intellectual property and trade secrets, result in disclosure of personal data, damage customer, patient, business partner and employee relationships and our reputation and result in defective products or services, legal claims and proceedings, liability and penalties under privacy and other laws and increased costs for security and remediation, in each case resulting in an adverse effect on our business and financial statements.

Further, [removed: a greater number] [added: more] of our employees [removed: have been working] [added: work] remotely [removed: since] [added: now compared to before] the beginning of the COVID-19 pandemic, which exposes us to greater cybersecurity and data privacy risks.

These events can lead to recalls or safety alerts, result in the removal of a product or service from the market and result in product [removed: liability] [added: liability, errors and omissions] or similar claims being brought against us.

Concern over climate change can also result in new or additional legal, regulatory or quasi-regulatory requirements designed to reduce greenhouse gas [removed: emissions and/or] [added: emissions,] mitigate the effects of climate change on the environment (such as taxation of, or caps on the use of, carbon-based [removed: energy).][added: energy) and/or increase disclosures with respect thereto.]

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

For example, our ability to achieve our current and future [removed: ESG] [added: sustainability] 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 [removed: ESG] [added: sustainability] 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.

Because of the time required to [removed: approve] [added: obtain approval of] and [removed: license] [added: licenses for] certain regulated manufacturing facilities and other stringent regulations of the FDA and similar agencies regarding the manufacture of certain of our products, an alternative manufacturer is not always available on a timely basis to replace such production capacity.

Prices for and availability of the components, raw materials and other commodities we use in our business, as well as for labor, have fluctuated significantly in [removed: the past, including during 2022.][added: recent years.]

The supply chains for our businesses can be disrupted by [added: inflation,] supplier capacity constraints, fluctuations in demand, decreased availability of key raw materials or commodities, legislative or regulatory changes, bankruptcy or exiting of the business for other reasons and external events such [added: as natural disasters, pandemic health issues, war, terrorist actions and governmental actions (such as trade protectionism).]

[removed: If] [added: Whenever] we are unable to fully recover higher supply and labor costs through price increases or offset these increases through cost reductions, or [removed: if] [added: whenever] there is a time delay between the increase in costs and our ability to recover or offset these costs, our margins and profitability can decline and our business and financial statements can be adversely affected.

Some of these distributors and other partners also sell our competitors’ products or compete with us [removed: directly, and if they favor competing products for any reason they may fail to market our products effectively.][added: directly.]

Adverse [removed: changes in our relationships with these distributors and other partners, reduction or discontinuation of their purchases from us or adverse] developments in [removed: their] [added: the] financial condition, performance or purchasing [removed: patterns,] [added: patterns of these distributors and partners, or consolidation,] can adversely affect our business and financial statements.

The levels of inventory maintained by [removed: our key distributors and other channel partners,] [added: these parties,] and changes in those levels, also impacts our results of operations in any given period.

In addition, in [removed: 2022] [added: recent years] we faced labor availability constraints and labor cost inflation in certain areas of our business.

Our restructuring actions [added: and other cost reduction efforts] can have long-term adverse effects on our business and financial statements.

[removed: We] [added: In the past, we] have implemented significant restructuring [added: and other cost reduction] activities across our businesses to adjust our cost structure, and we may engage in similar [removed: restructuring] activities in the future.

Global health crises, pandemics, epidemics or other outbreaks can adversely impact certain elements of our business and our financial statements.

To the extent we develop and sell products to help address epidemics or pandemics in the future, as such epidemics/pandemics evolve we may experience declines in demand that are unanticipated in timing or magnitude, which could adversely affect our business and financial statements.

Our business is sensitive to general economic conditions, such as the elevated inflation and interest rates experienced in domestic and international markets in 2022 and 2023.

Our operational costs, including the cost of energy, materials, labor, distribution and our other operational and facilities costs are subject to market conditions, including inflationary pressures.

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:

In addition, the Inflation Reduction Act of 2022 may subject certain products to government-established pricing, potentially impose rebates and subject manufacturers who fail to adhere to the government’s interpretation of the law to penalties.

These changes as well as other impacts from market demand, government regulations, third-party coverage and reimbursement policies and societal pressures are changing the way healthcare is delivered, reimbursed and funded and have in the past and could in the future cause participants in the healthcare industry and related industries that we serve

- increases in materials, energy, labor or other manufacturing-related costs or higher supply chain logistics costs;

Uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products may result in harm to our business and reputation.

We are in the initial stages of incorporating artificial intelligence (“AI”) into our business activities and our product and service offerings.

As with many innovations, AI presents risks and challenges that could adversely impact our business.

The development, adoption, and use of AI technologies are still in their early stages and ineffective or inadequate AI development or deployment practices could result in unintended consequences.

For example, AI algorithms may be flawed or may be based on datasets that are biased or insufficient.

In addition, any disruption or failure in the AI functionality we incorporate into our business activities, products or services could adversely impact our business or result in delays or errors in our offerings.

Conversely, any failure to successfully develop and deploy AI in our business activities, products and services could adversely affect our competitiveness (particularly if our competitors successfully deploy AI in their businesses, products and services), and the development and deployment of AI will require additional investment and increase our costs.

There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI.

Any of the foregoing may result in decreased demand for our products or harm to our business, financial statements or reputation.

The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity and privacy and data protection.

Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant costs and may limit our ability to develop, deploy or use AI technologies.

Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

and obtain applicable antitrust and other regulatory approvals on acceptable terms.

For example, antitrust scrutiny by regulatory agencies and changes to regulatory approval processes in the U.S. and non-U.S. jurisdictions may cause approvals to take longer than anticipated to obtain, may not be obtained at all, or may contain burdensome conditions, which may jeopardize, delay or reduce the anticipated benefits of acquisitions to us and could impede the execution of our business strategy.

Over the last several years, Danaher has separated and disposed of multiple businesses using a combination of sale, spin-off, split-off, initial public offering and other transactions (collectively, the “Dispositions”), including most recently the spin-off of Danaher’s former Environmental & Applied Solutions segment in 2023, now known as Veralto Corporation.

In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks.

In addition, any businesses that we acquire may further expose us to the risks set forth above.

Business-Materials” for additional details.

businesses; adverse impacts on 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.

spending and other factors.

To the extent that the exclusive forum provisions of our By-laws limit a

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

The direct impact of COVID-19 and the preventive measures implemented as a result thereof adversely affected certain elements of our Company (including to a different degree our operations, commercial organizations, supply chains and distribution systems).

Please see “Item 7 - MD&A” for a discussion of how COVID-19 impacted our results of operations in 2022.

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.

Please see “Item 7.

MD&A” for a discussion of the Company products used in the fight against COVID-19.

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.

Our business is sensitive to general economic conditions.

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

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.

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”), 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 Disposition”), and in 2022 Danaher announced the anticipated EAS Separation.

These systems, products and services (including those we

Several other countries such as China and Russia have passed, and other countries have passed or are considering passing, laws that require some or all personal data relating to their citizens to be maintained on local servers or impose significant restrictions on data transfer.

State privacy laws in California impose some of the same features as the GDPR and have prompted several other states to enact similar laws.

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.

The accelerated development and production of products and services in an effort to address the COVID-19 pandemic also

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

Business-Materials” for a discussion of the inputs we use in our business, supply chain and labor availability disruptions and constraints our businesses have faced and are facing, and the adverse impacts that we have incurred and may incur relating thereto.

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

In addition, the consolidation of distributors and customers in certain of our served industries can adversely impact our business and financial statements.

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.

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.

Our defined benefit pension plans and health care costs are subject to financial and other market risks that could adversely affect our financial statements.

Significant changes in market interest rates, decreases in the fair value of plan assets, investment losses on plan assets and changes in discount rates can increase our defined benefit pension plan funding obligations, and upward pressure on the cost of providing health care coverage to current employees and retirees can increase our future funding obligations.

Any of these risks can adversely affect our financial statements.

employees and between our subsidiaries.

In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies.

In other circumstances, we may be required to obtain an export license before exporting the controlled item.

The laws governing government contracts differ from the laws governing private contracts.

For example, many government contracts contain pricing and other terms and conditions that are not applicable to private contracts.

In certain cases, a governmental entity may require us to pay back amounts it has paid to us.

This discussion and analysis should be read together with Danaher’s audited financial statements and related Notes thereto as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] included in this Annual Report.

Management's discussion and analysis of financial condition and results of operations for [removed: 2020] [added: the Biotechnology, Life Sciences and Diagnostics segments for 2022 and 2021] is included in Item 7 of the Company’s Annual Report on Form 10-K with respect to the year ended December 31, [removed: 2021] [added: 2022] filed with the Securities and Exchange Commission, [removed: as supplemented by the discussion herein of the new Biotechnology] and [removed: Life Sciences segments (which were previously reported together as the former Life Sciences segment), and] should be referred to for [added: segment] information regarding [removed: this period.][added: these periods.]

During [removed: 2022,] [added: 2023,] approximately [removed: 58%] [added: 60%] of Danaher’s sales were derived from customers outside the United States.

As a diversified, global business, Danaher’s operations are affected by worldwide, regional and industry-specific [removed: economic and] [added: economic,] political [added: and geopolitical] factors.

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

[removed: Consolidated revenues] [added: Operating profit margins were 28.3%] for the year ended December 31, 2022 [removed: increased 7.0%] as compared to [added: 25.7% in] 2021.

[removed: Acquisitions contributed 1.5% to the increase in revenues in 2022 and the] [added: The] impact of currency translation decreased reported sales [removed: 4.0%.][added: by 1.0% and acquisitions contributed 0.5% to sales in 2023 compared to 2022.]

Core sales [added: in]

[removed: increased 9.5% in 2022 compared to 2021 (for] [added: For] the definition of “core sales” refer to “—Results of Operations” [removed: below).][added: below.]

[removed: Core] [added: Geographically, the Company’s] sales in developed markets [removed: grew at a low-teens rate] in [removed: 2022 as] [added: 2023 decreased 12%] compared to [removed: 2021 and were] [added: 2022] driven [added: primarily] by [added: decreased sales in] North [removed: America] [added: America,] and [added: to a lesser extent in] Western Europe.

High-growth markets represented approximately [removed: 29%] [added: 30%] of the Company’s total sales in [removed: 2022.][added: 2023.]

The Company’s net earnings from continuing operations for the year ended December 31, [removed: 2022] [added: 2023] totaled approximately [removed: $7.2] [added: $4.2] billion, compared to approximately $6.3 billion for the year ended December 31, [removed: 2021.][added: 2022.]

Net earnings attributable to common stockholders for the year ended December 31, [removed: 2022] [added: 2023] totaled approximately [removed: $7.1] [added: $4.7] billion or [removed: $9.66] [added: $6.38] per diluted common share compared to approximately [removed: $6.3] [added: $7.1] billion or [removed: $8.61] [added: $9.66] per diluted common share for the year ended December 31, [removed: 2021.][added: 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 [removed: year] [added: years] ended December 31, [added: 2023 and] 2022.

[removed: Demand] [added: As overall conditions related to COVID-19 improved in 2023 compared to 2022, demand] for the Company’s products that support COVID-19 related [added: testing products,] vaccines and therapeutics [removed: (including initiatives that seek to prevent or mitigate similar, future pandemics)] decreased in [added: 2023 compared to] 2022 [removed: versus 2021.][added: as the COVID-19 pandemic evolved to an endemic status.]

In this report, references to the non-GAAP measures of core sales (also referred to as core revenues or sales/revenues from existing businesses) [removed: and core sales including Cytiva] refer to sales from continuing operations calculated according to generally accepted accounting principles in the United States (“GAAP”) but excluding:

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

- the period-to-period change in revenue [removed: (excluding sales from acquired businesses] (as defined above, as [removed: applicable));] [added: applicable);] and

- the period-to-period change in revenue [removed: (excluding sales from acquired businesses] (as defined above, as [removed: applicable))] [added: applicable)] after applying current period foreign exchange rates to the prior year period.

Core sales [added: (decline)] growth [removed: (and the related measure of core sales including Cytiva)] should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies.

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

The Company excludes the effect of currency translation from these measures because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends, and excludes the effect of acquisitions [removed: (other than Cytiva sales, in the case of core sales growth including Cytiva)] and divestiture-related items because the nature, size, timing and number of acquisitions and divestitures can vary dramatically from period-to-period and between the Company and its peers and can also obscure underlying business trends and make comparisons of long-term performance difficult.

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

| | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | |

| Total sales growth (GAAP) | | | [removed: 7.0] [added: 1.5] | | % | | | | [removed: 32.0] [added: 10.0] | | % |

| Acquisitions/divestitures | | | (1.5) | | % | | | | [removed: (7.5)] [added: (5.5)] | | % |

| Currency exchange rates | | | [removed: 4.0] [added: 1.0] | | % | | | | [removed: (1.5)] [added: 4.0] | | % |

| Core sales growth (non-GAAP) | | | [removed: 9.5] [added: 1.0] | | % | | | | [removed: 23.0] [added: 9.5] | | % |

| Core sales [added: (decline)] growth [removed: including Cytiva] (non-GAAP) | | | [added: (10.0)] | | [added: %] | | | | [removed: 25.0] [added: 10.0] | | % |

[removed: 2022] [added: 2023] Sales Compared to [removed: 2021][added: 2022]

Total sales increased [removed: 7.0%] [added: 7.5%] on a year-over-year basis in 2022 primarily as a result of an increase in core sales resulting from the factors discussed [removed: below] [added: in the 2022 Annual Report on Form 10-K] by segment as well as an increase in sales from acquired businesses.

The impact of changes in currency exchange rates decreased reported sales by [removed: 4.0%] [added: 4.5%] on a year-over-year basis in 2022 primarily due to the [removed: unfavorable] impact of the strengthening of the U.S. dollar against most other major currencies in 2022.

Operating profit margins were [removed: 27.6%] [added: 21.8%] for the year ended December 31, [removed: 2022] [added: 2023] as compared to [removed: 25.3%] [added: 28.3%] in [removed: 2021.][added: 2022.]

[removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] operating profit margin comparisons were favorably impacted by:

- Third quarter 2021 impact of the modification and partial termination of a prior commercial arrangement and resolution of the associated litigation - [removed: 185] [added: 220] basis points

- 2021 acquisition-related fair value adjustments to inventory and transaction costs deemed significant, in each case related to the acquisition of Aldevron - [removed: 20] [added: 25] basis points

- 2021 acquisition-related fair value adjustments to inventory and deferred revenue related to the acquisition of Cytiva - [removed: 15] [added: 20] basis points.

[removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] operating profit margin comparisons were unfavorably impacted by:

- The incremental dilutive effect in 2022 of acquired businesses, net of product line dispositions which did not qualify as discontinued operations - [removed: 30] [added: 45] basis points

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

Consolidated revenues for the year ended December 31, 2023 decreased 10.5% and core sales decreased 10.0% as compared to 2022 primarily due to the decline of demand for COVID-19-related products, and to a lesser extent declines in demand for other products and services.

For the same period, core sales in developed markets declined at a low-double digit rate, with the declines primarily attributable to the same geographic regions.

The decline in core sales was primarily driven by reduced demand for products and services related to diagnostic testing associated with COVID-19 in North America and Western Europe and a reduction in year-over-year demand in the Biotechnology segment.

For the same period, sales in high-growth markets decreased year-over-year by 7% due primarily to low double-digit core revenue declines in China, led by declines in the Biotechnology segment due to deterioration in the funding environment and lower underlying activity levels.

For the same period, core sales in high-growth markets declined at a mid-single digit rate, with the declines primarily attributable to the same geographic factor.

The decrease in net earnings attributable to common stockholders and diluted net earnings per common share in 2023 as compared to 2022 was driven primarily by decreased core sales and lower net earnings contributed by discontinued operations in 2023 compared with 2022.

Refer to “—Results of Operations” for further discussion of the year-over-year impact of COVID-19 on the Company’s operations.

On December 6, 2023, the Company acquired Abcam plc (“Abcam”) for a cash purchase price of approximately $5.6 billion (the “Abcam Acquisition”).

Abcam is a leading global supplier of protein consumables, including highly validated antibodies, reagents, biomarkers and assays to address targets in biological pathways that are critical for advancing drug discovery, life sciences research and diagnostics.

Abcam is now part of the Company’s Life Sciences segment.

Abcam generated revenues of approximately £362 million in 2022.

The acquisition of Abcam has provided and is expected to provide the Company additional sales and earnings opportunities in the proteomics sector.

The Company financed the Abcam Acquisition using cash on hand.

To effect the Separation, Danaher distributed to its stockholders one share of Veralto common stock for every three shares of Danaher common stock outstanding as of September 13, 2023, the record date for the distribution.

Fractional shares of Veralto common stock that otherwise would have been distributed were aggregated and sold into the public market and the proceeds distributed to Danaher stockholders who otherwise would have received fractional shares of Veralto common stock.

During the third quarter of 2023, the Company received net cash distributions of approximately $2.6 billion from Veralto prior to the Distribution Date (“Veralto Distribution”).

Danaher used a portion of the Veralto Distribution proceeds to redeem approximately $1.0 billion of commercial paper.

The Company has also used, and intends to use, the balance of the Veralto Distribution proceeds to satisfy bond maturities and to fund certain of the Company’s regular, quarterly cash dividends to shareholders.

The accounting requirements for reporting the Separation as a discontinued operation were met when the Separation was completed.

Accordingly, the accompanying Consolidated Financial Statements for all periods presented reflect this business as a discontinued operation.

As a result of the Separation, the Company incurred $145 million and $9 million in Separation-related costs during the years ended December 31, 2023 and 2022, respectively, which are reflected in earnings from discontinued operations, net of income taxes in the accompanying Consolidated Statements of Earnings.

These costs primarily relate to professional fees associated with preparation of regulatory filings and activities within finance, tax, legal and information technology functions as well as certain investment banking fees and tax costs incurred upon the Separation.

Total sales decreased 10.5% on a year-over-year basis in 2023 primarily as a result of a decrease in core sales resulting from the factors discussed below by segment.

The impact of changes in currency exchange rates decreased reported sales by 1.0% on a year-over-year basis in 2023 primarily due to the impact of the strengthening of the U.S. dollar against most other major currencies in 2023.

Sales from acquired businesses increased reported sales by 0.5%.

- Lower 2023 core sales, the impact of product mix, inventory charges and reduced leverage in the Company’s operational and administrative cost structure - 575 basis points

- 2023 impairment charges related to technology-based intangible assets in the Diagnostics segment and technology-based intangible assets and other assets in the Biotechnology segment - 35 basis points

- 2023 gain from the resolution of a litigation contingency in the Life Sciences segment - 5 basis points

| Total | | | $ | 23,890 | | | | | $ | 26,643 | | | | | $ | 24,802 | |

| | | | 2023 vs. 2022 | | | | | | 2022 vs. 2021 | | |

2023 Sales Compared to 2022

During 2023, total Biotechnology segment sales decreased 18.0% as a result of decreased core sales resulting from the factors discussed below, particularly lower year-over-year sales related to COVID-19 vaccines and therapeutics and lower core sales generally in the bioprocessing business.

Total segment core sales decreased across all major geographic regions, primarily in North America, China and Western Europe.

Additionally, the Company believes that the tighter credit environment also contributed to a reduction across the segment in year-over-year demand from emerging biotechnology companies during the period as these customers continued to preserve capital.

The Company expects the impact of reduced demand and reduction of customer inventory levels to continue into the first half of 2024.

Additionally, the Company expects core revenue for the bioprocessing business to decline for the full year 2024, as core revenue declines in the first half of 2024 more than offset a gradual improvement to core revenue growth by the end of 2024.

the discovery and medical business decreased year-over-year due to lower demand for lab filtration, medical and diagnostics and genomics product lines, partially offset by increased demand for protein research products.

- Lower 2023 core sales, the impact of product mix, inventory charges and reduced leverage in the segment’s operational and administrative cost structure - 700 basis points

- 2023 impairment charges related to technology-based intangible assets and other assets - 75 basis points

Amortization of intangible assets as a percentage of sales increased in 2023 as compared with 2022 primarily due to the decrease in sales, and to a lesser extent from increased amortization year-over-year from the change of a trade name from indefinite-lived to definite-lived.

The Company’s continued investments in sales growth initiatives and the other business-specific factors referenced below contributed to core sales growth.

Geographically, both high-growth and developed markets contributed to year-over-year core sales growth during 2022.

Core sales in high-growth markets grew at a low-single digit rate in 2022 as compared to 2021, with broad-based growth across these markets, led by growth in China.

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

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

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 global spread of a novel strain of coronavirus (COVID-19) 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 have taken and are taking to mitigate the spread of the virus and to manage its impact.

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.

Due to the speed with which the COVID-19 situation 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 business remains highly uncertain, but may be materially negative to certain elements of our business.

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

- the degree of spread and severity of COVID-19 variants and government responses thereto;

- the timing and durability of continued recovery in the global demand for our non-COVID-19 related products and services; and

- 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.

During 2022 the Company acquired 10 businesses for total consideration of $637 million in cash, net of cash acquired.

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

The aggregate annual sales of the 10 businesses acquired in 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 $91 million.

As noted above, beginning with results for the second quarter of 2020, the Company also presents core sales on a basis that includes Cytiva sales.

Prior to the acquisition of Cytiva, Danaher calculated core sales solely on a basis that excluded sales from acquired businesses recorded prior to the first anniversary of the acquisition.

However, given Cytiva’s significant size and historical core sales growth rate, in each case compared to Danaher’s existing businesses, management believes it is appropriate to also present core sales on a basis that includes Cytiva sales.

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

Danaher calculates period-to-period core sales growth including Cytiva by adding Cytiva sales to core sales for both the baseline and current periods.

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.

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

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

| Impact of: | | | | | | | | | | | |

| Impact of Cytiva sales growth (net of divested product lines) | | | | | | | | | 2.0 | | % |

Operating Profit Performance

The following factors impacted year-over-year operating profit margin comparisons.

- Higher 2022 core sales and the impact of product mix, incremental year-over-year cost savings associated with continuing productivity improvement initiatives, net of incremental year-over-year costs associated with various new product development and sales, service and marketing growth investments and incremental year-over-year material, transportation and labor costs - 60 basis points

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

Danaher is comprised of more than [removed: 20] [added: 15] operating companies with leadership positions in the biotechnology, life [removed: sciences, diagnostics, environmental] [added: sciences] and [removed: applied] [added: diagnostics] sectors, organized under [removed: four] [added: three] segments [removed: (Biotechnology;] [added: (Biotechnology,] Life [removed: Sciences; Diagnostics;] [added: Sciences] and [removed: Environmental & Applied Solutions).][added: Diagnostics).]

Our business’ research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than [removed: 60] [added: 50] countries.

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

DBS is not only the set of business processes and tools our operating companies use on a daily [removed: basis,] [added: basis in the pursuit of continuous improvement,] but [removed: is more broadly] [added: also represents] our [removed: culture.][added: culture, which is guided by the following core values (the “Core Values”):]

[removed: ][added: ]

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

Sales in [removed: 2022] [added: 2023] 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: 2022] [added: 2023] sales were: North America, [removed: 44% (including] 42% [added: (including 40%] in the United States); Western Europe, [removed: 22%;] [added: 23%;] other developed markets, 5%; and high-growth markets, [removed: 29%.][added: 30%.]

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

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

Sales in [removed: 2022] [added: 2023] for this segment by geographic destination (as a percentage of total [removed: 2022] [added: 2023] sales) were: North America, [removed: 35%;] [added: 34%;] Western Europe, [removed: 30%;] [added: 33%;] other developed markets, [removed: 4%;] [added: 5%;] and high-growth markets, [removed: 31%.][added: 28%.]

Danaher established the Biotechnology segment, which was previously part of [removed: the] [added: Danaher’s] former Life Sciences segment, in 2022.

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 [removed: manufacture.]

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

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

The Life Sciences segment offers a broad range of [removed: instruments] [added: instruments, consumables, services] and [removed: consumables] [added: software] that are primarily used by customers to study [added: genomics and] the basic building blocks of life, including 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 drugs, vaccines and gene editing technologies.

Sales in [removed: 2022] [added: 2023] for this segment by geographic destination (as a percentage of total [removed: 2022] [added: 2023] sales) were: North America, [removed: 45%;] [added: 42%;] Western Europe, [removed: 20%;] [added: 21%;] other developed markets, 7%; and high-growth markets, [removed: 28%.][added: 30%.]

Danaher established the life sciences business in 2005 through the acquisition of Leica Microsystems and has expanded the business through numerous subsequent acquisitions, including the acquisitions of AB Sciex and Molecular Devices in 2010, Beckman Coulter in 2011, Pall in 2015, Phenomenex in 2016, IDT in [removed: 2018 and] [added: 2018,] Aldevron in [removed: 2021.][added: 2021 and Abcam in 2023.]

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

*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 gases in industrial settings, primarily through the sale of filtration consumables and [removed: to a lesser extent systems that incorporate filtration consumables and] associated hardware.

Within these segments, demand is driven by end-users and original equipment manufacturers [added: (“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.

*Genomic [removed: Consumables*—The] [added: Medicines*—The] genomic [removed: consumables] [added: medicines] businesses are leading 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.

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

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

Sales in [removed: 2022] [added: 2023] for this segment by geographic destination (as a percentage of total [removed: 2022] [added: 2023] sales) were: North America, [removed: 51%;] [added: 47%;] Western Europe, [removed: 17%;] [added: 16%;] other developed markets, [removed: 4%;] [added: 5%;] and high-growth markets, [removed: 28%.][added: 32%.]

The information generated is used to diagnose disease, monitor and guide treatment and therapy, assist in [removed: managing chronic disease and assess patient status in hospital, outpatient and physicians’ office settings.]

*Molecular Diagnostics*—The molecular diagnostics business is a leading provider of biomedical testing instruments, [removed: systems] [added: systems, software] and related consumables that enable DNA-based testing for organisms and genetic-based diseases in both clinical and non-clinical markets.

Customers in the diagnostics industry select products based on a number of factors, including product quality and reliability, the scope of tests that can be performed, the accuracy and speed of the product, the product’s ability to enhance productivity, ease of use, total cost of ownership and access to a highly qualified service and support network as well as the other factors described under “—Competition.” The businesses in Danaher’s Diagnostics segment market their products and services under key brands including BECKMAN COULTER, CEPHEID, HEMOCUE, LEICA BIOSYSTEMS, [removed: MAMMATOME] [added: MAMMOTOME] and RADIOMETER.

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

The Company purchases raw materials from a large number of [removed: independent] sources around the world.

No single supplier is material, although for some components that require particular specifications or regulatory or other qualifications [removed: there may be] [added: only] a single supplier or a limited number of suppliers [removed: that] can readily provide such components.

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

As of December 31, [removed: 2022,] [added: 2023,] the Company had approximately [removed: 81,000] [added: 63,000] employees (whom we refer to as “associates”), of whom approximately [removed: 32,000] [added: 24,000] were employed in the North America, [removed: 25,000] [added: 20,000] in Western Europe, 3,000 in other developed markets and [removed: 21,000] [added: 16,000] in high-growth markets.

Approximately [removed: 79,000] [added: 61,000] of the Company’s total employees were full-time and 2,000 were part-time employees.

Of the United States employees, approximately [removed: 400] [added: 250] were hourly-rated, unionized employees.

We seek to continuously improve and sustain a [removed: diverse] [added: diverse, equitable] and inclusive culture free of systemic bias and where all associates feel they belong.

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

[removed: The D+I Council is responsible for overseeing Danaher’s D+I strategic direction;] [added: Our DE+I strategy includes a focus on] creating [removed: D+I] [added: DE+I] accountability measures; and operationalizing [removed: D+I initiatives] [added: DE+I initiatives, learnings,] and programming across our businesses.

We have leveraged DBS with the goal of driving progress on diversity representation and inclusive culture, including by requiring [removed: all of] our operating companies [added: as applicable] to implement a [removed: D+I] [added: DE+I] Policy Deployment initiative in each of 2021, 2022 and 2023.

Our [removed: D+I] [added: DE+I] initiatives focus on broadening our candidate pools, sourcing diverse slates in the hiring process, developing people leaders’ competency in and accountability for [removed: D+I] [added: DE+I] and implementing and sustaining programs (such as our Associate Resource Groups for Women, Black, Latinx, LGBTQ and Asian descent associates and friends/allies) that offer mentorship, support and engagement to help our associates succeed and thrive.

As of December 31, [removed: 2022,] [added: 2023,] (1) [removed: 38%] [added: 40%] of our total associates were female and females represented [removed: 32%, 34%] [added: 35%, 37%] and [removed: 39%] [added: 41%] of our executives/senior leaders, managers and individual contributors, respectively; and (2) [removed: 41%] [added: 42%] of our total U.S. associates were People of Color and People of Color represented [removed: 24%, 31%] [added: 25%, 34%] and [removed: 43%] [added: 44%] of our U.S. executives/senior leaders, managers and individual contributors, respectively.

Danaher is a global science and technology innovator committed to accelerating the power of science and technology to improve human health.

On September 30, 2023 (the “Distribution Date”), we completed the separation (“the Separation”) of our former Environmental & Applied Solutions business by distributing to Danaher stockholders on a pro rata basis all of the issued and outstanding common stock of Veralto Corporation (“Veralto”).

To effect the Separation, Danaher distributed to its stockholders one share of Veralto common stock for every three shares of Danaher common stock outstanding at the close of business on September 13, 2023, the record date for the distribution.

In lieu of fractional shares cash was distributed to Danaher stockholders.

manufacture.

*Protein Consumables*—The business, which is a leading supplier in the proteomics market, provides highly validated antibodies, reagents, biomarkers and assays to address targets in biological pathways that are critical for advancing drug discovery, life sciences research, diagnostics and drug discovery.

Researchers use these products to study biological pathways critical for scientific research, diagnostics and drug discovery.

Typical users of these products include scientists and researchers in academic institutions, research institutes and in pharmaceutical, biotechnology and diagnostics companies.

managing chronic disease and assess patient status in hospital, outpatient and physicians’ office settings.

During 2023, there were no material effects on the business related to the availability of raw materials.

◦Our culture is rooted in DBS and in our commitment to “Innovation at the Speed of Life.” At its core, DBS reflects a commitment to use process to continuously improve every aspect of our business, and our dedication to improving human life through innovation gives meaning and direction to our continuous improvement.

◦DE + I.

Policy Deployment is a DBS tool designed to achieve strategic breakthroughs.

Based on our reviews, we have achieved pay equity in the U.S. by gender and by race and ethnicity, and have also achieved base pay equity for women globally.

We have a common

◦Health and Well-Being.

The health and well-being of our associates is a critical element of our human capital program.

Key, recent additions to the program include enhanced support with respect to childcare, eldercare and tutoring, among other areas.

the Company’s businesses must comply with.

The amended MDR and IVDR timelines for becoming fully effective are now from May 2026 to December 2028 for MDR devices and May 2026 to May 2028 for IVDR devices, depending on product classifications.

Regulatory requirements in

and investment interests held by the physicians described above and their immediate family members to HHS for subsequent public disclosure.

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

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.

As reflected in our logo, DBS features five core values (the “Core Values”):

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.

ENVIRONMENTAL & APPLIED SOLUTIONS

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.

The Environmental & Applied Solutions segment offers products and services that help protect precious resources and keep global food and water supplies safe.

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%.

The Company’s Environmental & Applied Solutions segment consists of the following businesses:

*Water Quality*—The Company’s water quality business is a leading provider of instrumentation, consumables, software, services and disinfection systems to help analyze, treat and manage the quality of ultra-pure, potable, industrial, waste, ground, source and ocean water in residential, commercial, municipal, industrial and natural resource applications.

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

The water quality business designs, manufactures and markets:

- a wide range of analytical instruments, related consumables, software and services that detect and measure chemical, physical and microbiological parameters in ultra-pure, potable, industrial, waste, municipal, ground, source and ocean water;

- chemical treatment solutions intended to address corrosion, scaling and biological growth problems in boiler, cooling water and wastewater applications as well as associated analytical services, primarily in applied and industrial end markets; and

- ultraviolet disinfection systems, consumables and services, which disinfect billions of gallons of municipal, industrial and consumer water every day.

Typical users of these products and services include professionals in municipal drinking water and wastewater treatment plants, industrial process and discharge water facilities, wastewater treatment facilities, third-party testing laboratories and environmental operations.

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

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

Sales are made through the business’ direct sales personnel, e-commerce, independent representatives and independent distributors.

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

Danaher entered the product identification market through the acquisition of Videojet in 2002, and has expanded the product and geographic coverage through various subsequent acquisitions, including the acquisitions of EskoArtwork in 2011 and X-Rite in 2012.

The product identification business designs, manufactures and markets:

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

Its vision inspection and track-and-trace solutions also help pharmaceutical and consumer goods manufacturers safeguard the authenticity of their products through supply chains.

- software for online collaboration, three-dimensional virtualization, workflow automation, quality approvals and prepress processes to manage structural design, artwork creation, color and product information for branded packaging and marketing materials.

Its packaging solutions help consumer goods manufacturers improve their business processes, shorten time to market and reduce costs across internal departments and external suppliers.

- innovative color and appearance solutions through standards, software, measurement devices and related services.

The business’ expertise in inspiring, virtualizing, selecting, specifying, formulating and measuring color and appearance helps users improve the quality and relevance of their products and reduce costs.

- flexographic computer-to-plate imaging equipment, solutions for print process control, press control and quality assurance systems for the packaging, labels and commercial print industries.

Its automation, print process and press control solutions help packaging manufacturers reduce lead time and satisfy their customers’ demands for smaller, more frequent print jobs.

Typical users of these products include manufacturers of consumer goods, pharmaceuticals, paints, plastics and textiles, retailers, graphic design firms and packaging printers and converters.

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.

Manufacturing and software development facilities are located in North America, Europe, Latin America and Asia.

Sales are generally made through the business’ direct sales personnel, independent distributors and e-commerce.

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.

The supply chain disruptions 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), as well as labor availability constraints and labor cost increases.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

As of February [removed: 3, 2023,] [added: 2, 2024,] the number of shares of Registrant’s common stock outstanding was [removed: 728,576,886.][added: 739,701,725.]

The aggregate market value of common stock held by non-affiliates of the Registrant on [removed: July 1, 2022] [added: June 30, 2023] was [removed: $167.3] [added: $158.1] 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: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement specifically incorporated herein by reference, the [removed: 2023] [added: 2024] Proxy Statement is not deemed to be filed as part of this Form 10-K.

| [INFORMATION RELATING TO FORWARD-LOOKING [removed: STATEMENTS](#icc05b8980586439eac5a0d72dad3b37e_10)] [added: STATEMENTS](#if5b5c212b87b4e2badf69a2a18b7c4ae_10)] | | | | | | | | | [removed: [1](#icc05b8980586439eac5a0d72dad3b37e_10)] [added: [1](#if5b5c212b87b4e2badf69a2a18b7c4ae_10)] | | |

| | | | Item 1. | | | [removed: [Business](#icc05b8980586439eac5a0d72dad3b37e_16)] [added: [Business](#if5b5c212b87b4e2badf69a2a18b7c4ae_16)] | | | [removed: [3](#icc05b8980586439eac5a0d72dad3b37e_16)] [added: [3](#if5b5c212b87b4e2badf69a2a18b7c4ae_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#icc05b8980586439eac5a0d72dad3b37e_31)] [added: Factors](#if5b5c212b87b4e2badf69a2a18b7c4ae_34)] | | | [removed: [17](#icc05b8980586439eac5a0d72dad3b37e_31)] [added: [15](#if5b5c212b87b4e2badf69a2a18b7c4ae_34)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#icc05b8980586439eac5a0d72dad3b37e_34)] [added: Comments](#if5b5c212b87b4e2badf69a2a18b7c4ae_37)] | | | [removed: [34](#icc05b8980586439eac5a0d72dad3b37e_34)] [added: [32](#if5b5c212b87b4e2badf69a2a18b7c4ae_37)] | | |

| | | | Item 2. | | | [removed: [Properties](#icc05b8980586439eac5a0d72dad3b37e_37)] [added: [Properties](#if5b5c212b87b4e2badf69a2a18b7c4ae_40)] | | | [removed: [34](#icc05b8980586439eac5a0d72dad3b37e_37)] [added: [33](#if5b5c212b87b4e2badf69a2a18b7c4ae_40)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#icc05b8980586439eac5a0d72dad3b37e_40)] [added: Proceedings](#if5b5c212b87b4e2badf69a2a18b7c4ae_43)] | | | [removed: [34](#icc05b8980586439eac5a0d72dad3b37e_40)] [added: [33](#if5b5c212b87b4e2badf69a2a18b7c4ae_43)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#icc05b8980586439eac5a0d72dad3b37e_43)] [added: Disclosures](#if5b5c212b87b4e2badf69a2a18b7c4ae_46)] | | | [removed: [34](#icc05b8980586439eac5a0d72dad3b37e_43)] [added: [33](#if5b5c212b87b4e2badf69a2a18b7c4ae_46)] | | |

| | | | | | | [Information About Our Executive [removed: Officers](#icc05b8980586439eac5a0d72dad3b37e_46)] [added: Officers](#if5b5c212b87b4e2badf69a2a18b7c4ae_49)] | | | [removed: [35](#icc05b8980586439eac5a0d72dad3b37e_46)] [added: [34](#if5b5c212b87b4e2badf69a2a18b7c4ae_49)] | | |

| | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#icc05b8980586439eac5a0d72dad3b37e_52)] [added: Securities](#if5b5c212b87b4e2badf69a2a18b7c4ae_55)] | | | [removed: [36](#icc05b8980586439eac5a0d72dad3b37e_52)] [added: [35](#if5b5c212b87b4e2badf69a2a18b7c4ae_55)] | | |

| | | | Item 6. | | | [Not [removed: Applicable](#icc05b8980586439eac5a0d72dad3b37e_52)] [added: Applicable](#if5b5c212b87b4e2badf69a2a18b7c4ae_55)] | | | [removed: [36](#icc05b8980586439eac5a0d72dad3b37e_52)] [added: [35](#if5b5c212b87b4e2badf69a2a18b7c4ae_55)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#icc05b8980586439eac5a0d72dad3b37e_55)] [added: Operations](#if5b5c212b87b4e2badf69a2a18b7c4ae_58)] | | | [removed: [37](#icc05b8980586439eac5a0d72dad3b37e_55)] [added: [36](#if5b5c212b87b4e2badf69a2a18b7c4ae_58)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#icc05b8980586439eac5a0d72dad3b37e_118)] [added: Risk](#if5b5c212b87b4e2badf69a2a18b7c4ae_124)] | | | [removed: [58](#icc05b8980586439eac5a0d72dad3b37e_118)] [added: [54](#if5b5c212b87b4e2badf69a2a18b7c4ae_124)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#icc05b8980586439eac5a0d72dad3b37e_121)] [added: Data](#if5b5c212b87b4e2badf69a2a18b7c4ae_127)] | | | [removed: [59](#icc05b8980586439eac5a0d72dad3b37e_121)] [added: [55](#if5b5c212b87b4e2badf69a2a18b7c4ae_127)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#icc05b8980586439eac5a0d72dad3b37e_208)] [added: Disclosure](#if5b5c212b87b4e2badf69a2a18b7c4ae_220)] | | | [removed: [109](#icc05b8980586439eac5a0d72dad3b37e_208)] [added: [105](#if5b5c212b87b4e2badf69a2a18b7c4ae_220)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#icc05b8980586439eac5a0d72dad3b37e_211)] [added: Procedures](#if5b5c212b87b4e2badf69a2a18b7c4ae_223)] | | | [removed: [109](#icc05b8980586439eac5a0d72dad3b37e_211)] [added: [105](#if5b5c212b87b4e2badf69a2a18b7c4ae_223)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#icc05b8980586439eac5a0d72dad3b37e_214)] [added: Information](#if5b5c212b87b4e2badf69a2a18b7c4ae_226)] | | | [removed: [109](#icc05b8980586439eac5a0d72dad3b37e_214)] [added: [105](#if5b5c212b87b4e2badf69a2a18b7c4ae_226)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#icc05b8980586439eac5a0d72dad3b37e_217)] [added: Inspections](#if5b5c212b87b4e2badf69a2a18b7c4ae_229)] | | | [removed: [109](#icc05b8980586439eac5a0d72dad3b37e_217)] [added: [105](#if5b5c212b87b4e2badf69a2a18b7c4ae_229)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#icc05b8980586439eac5a0d72dad3b37e_223)] [added: Governance](#if5b5c212b87b4e2badf69a2a18b7c4ae_235)] | | | [removed: [109](#icc05b8980586439eac5a0d72dad3b37e_223)] [added: [106](#if5b5c212b87b4e2badf69a2a18b7c4ae_235)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#icc05b8980586439eac5a0d72dad3b37e_226)] [added: Compensation](#if5b5c212b87b4e2badf69a2a18b7c4ae_238)] | | | [removed: [110](#icc05b8980586439eac5a0d72dad3b37e_226)] [added: [106](#if5b5c212b87b4e2badf69a2a18b7c4ae_238)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#icc05b8980586439eac5a0d72dad3b37e_229)] [added: Matters](#if5b5c212b87b4e2badf69a2a18b7c4ae_241)] | | | [removed: [110](#icc05b8980586439eac5a0d72dad3b37e_229)] [added: [106](#if5b5c212b87b4e2badf69a2a18b7c4ae_241)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#icc05b8980586439eac5a0d72dad3b37e_232)] [added: Independence](#if5b5c212b87b4e2badf69a2a18b7c4ae_244)] | | | [removed: [110](#icc05b8980586439eac5a0d72dad3b37e_232)] [added: [106](#if5b5c212b87b4e2badf69a2a18b7c4ae_244)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#icc05b8980586439eac5a0d72dad3b37e_235)] [added: Services](#if5b5c212b87b4e2badf69a2a18b7c4ae_247)] | | | [removed: [110](#icc05b8980586439eac5a0d72dad3b37e_235)] [added: [106](#if5b5c212b87b4e2badf69a2a18b7c4ae_247)] | | |

| | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#icc05b8980586439eac5a0d72dad3b37e_241)] [added: Schedules](#if5b5c212b87b4e2badf69a2a18b7c4ae_253)] | | | [removed: [111](#icc05b8980586439eac5a0d72dad3b37e_241)] [added: [107](#if5b5c212b87b4e2badf69a2a18b7c4ae_253)] | | |

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, split-offs, initial public offerings, other securities offerings or other distributions, strategic opportunities, stock repurchases, dividends and executive [removed: compensation;] [added: compensation and potential executive stock sales or purchases;] 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 [removed: COVID-19] [added: public health crises, climate change, military conflicts or other man-made or natural disasters] 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: Non-U.S. economic,] [added: Economic,] political, [added: geopolitical,] legal, compliance, social and business factors [removed: (such as] [added: (including] the [added: impact of] military [removed: conflict between Russia] [added: conflicts), both in the U.S.] and [removed: Ukraine)] [added: outside the U.S.,] can negatively affect our business and financial statements.

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

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

- Our business and financial statements can be adversely affected by foreign currency exchange rates, changes in our tax rates (including as a result of changes in tax laws) or income tax liabilities/assessments, the outcome of tax audits, [removed: financial market risks related to our defined benefit pension plans, health care costs,] recognition of impairment charges for our goodwill or other intangible assets, and fluctuations in the cost and availability of commodities.

| [PART I](#if5b5c212b87b4e2badf69a2a18b7c4ae_13) | | | | | | | | | | | |

| | | | Item 1C. | | | [Cybersecurity](#if5b5c212b87b4e2badf69a2a18b7c4ae_2256) | | | [32](#if5b5c212b87b4e2badf69a2a18b7c4ae_2256) | | |

| [PART II](#if5b5c212b87b4e2badf69a2a18b7c4ae_52) | | | | | | | | | | | |

| [PART III](#if5b5c212b87b4e2badf69a2a18b7c4ae_232) | | | | | | | | | | | |

| [PART IV](#if5b5c212b87b4e2badf69a2a18b7c4ae_250) | | | | | | | | | | | |

| | | | Item 16. | | | [Form 10-K Summary](#if5b5c212b87b4e2badf69a2a18b7c4ae_256) | | | [107](#if5b5c212b87b4e2badf69a2a18b7c4ae_253) | | |

- Unanticipated, further declines in demand for our COVID-19 related products, and future global health crises could adversely impact our business and financial statements.

- Uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products may result in harm to our business and reputation.

| 5.00% Mandatory Convertible Preferred Stock, Series B, without par value | | | DHR.PRB | | | New York Stock Exchange | | |

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

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

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

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

| | | | Item 16. | | | [Form 10-K Summary](#icc05b8980586439eac5a0d72dad3b37e_244) | | | [111](#icc05b8980586439eac5a0d72dad3b37e_241) | | |

- 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.

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.

*Cybersecurity Strategy and Risk Management*

Danaher’s cybersecurity strategy and risk management program focuses on maintaining a secure environment for our data that complies with applicable legal requirements and effectively supports our business objectives and customer needs.

Our commitment to cybersecurity emphasizes cultivation of a security-minded culture through education and training, and a programmatic and layered approach to prevention and detection of, and response to, cybersecurity threats.

Key elements of our program for assessing, identifying and managing material risks from cybersecurity threats are described below.

We maintain cybersecurity policies that articulate Danaher’s expectations and requirements with respect to topics such as acceptable use of technology and data, data privacy, risk management, education and awareness and event and incident management.

We regularly conduct exercises, with the support of outside domain experts, to improve the effectiveness of our processes and we periodically assess our processes against recognized cybersecurity frameworks.

Consistent with our position that cybersecurity is the responsibility of every Danaher associate, we regularly educate and share best practices with our associates to raise awareness of cybersecurity threats.

Every year, associates in applicable job categories are required to take information security and protection training as part of the Danaher Annual Training Program.

We also conduct regular education and training for our associates through cyber-event simulations.

We strive to implement and maintain layered controls designed to prevent and, where necessary, detect and respond to cybersecurity threats.

Our physical controls are designed to restrict access to locations that house significant physical information technology assets.

Our technical preventive controls include access restrictions and network security technologies.

Our notification policies and processes are designed so that notifications and alerts are escalated to the appropriate personnel on a timely basis to support effective review, response and compliance with legal requirements.

In addition to event-specific notifications, data is aggregated and compiled on a regular basis to support the identification of trends and effective program review and oversight.

We also recognize that Danaher is exposed to cybersecurity risks that affect third parties whom we rely on to process, store or transmit our electronic information.

To manage these risks, we maintain technical security controls as well as processes designed to facilitate Danaher’s identification of third-party cybersecurity risks.

Key elements of Danaher’s annual Enterprise Risk Management (“ERM”) program include an inventory and classification of key risk areas and topics; a methodology for scoring risks based on the risk’s probability, severity and velocity of impact, and for trending key risks; and a framework for developing and implementing countermeasures for key risks.

Information technology/cybersecurity is one of five topical areas required to be addressed as part of the annual ERM program.

IT and cybersecurity risks are required to be scored using the same methodology applied to all other risk categories, which facilitates an evaluation of the significance and prioritization of cyber-related risks relative to wider business risks.

In addition, Danaher policy requires the reporting of certain cybersecurity incident data to Danaher’s Risk Committee (comprising senior members of the legal, finance, internal audit and compliance functions) for consideration as part of the ERM process.

Members of the Danaher Risk Committee present annually to the Danaher Board of Directors a report on the results of the ERM process, including with respect to information technology and cybersecurity risks.

As part of our cybersecurity risk management program, we also maintain cyber insurance in amounts and subject to coverage terms that are typical for companies of our type and size, however, such insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches.

We periodically engage external consultants to assess our cybersecurity program.

In addition, management’s annual assessment of the effectiveness of the Company’s internal control over financial reporting assesses the effectiveness of certain controls relating to cybersecurity, and the Company’s independent registered public accounting firm audits the effectiveness of the Company’s internal control over financial reporting.

*Cybersecurity Governance and Oversight*

At the management level, Danaher’s cybersecurity program is led by the Company’s Chief Information Security Officer (“CISO”), who reports to Danaher’s Chief Information Officer (“CIO”), who in turn reports to Danaher’s Chief Financial Officer.

Danaher’s CIO has served as a technology leader for over 25 years, leading cybersecurity, engineering, and operational functions as the CIO for two multi-billion dollar businesses prior to assuming the Danaher CIO role.

Danaher’s CISO has served for more than 20 years in various information security roles, including serving as the Chief Information Security Officer of two large, publicly-traded companies prior to joining Danaher.

The CISO is supported by the Information Risk Steering Committee (“IRSC”), a management committee comprising senior members of the information technology, legal, privacy, finance, internal audit and communications functions.

The IRSC supports the CISO and CIO in overseeing and managing information security risks and in the event of a cybersecurity incident provides oversight and leadership with respect to incident investigation, mitigation and remediation.

At the Board level, Danaher’s Board of Directors has delegated to the Audit Committee of the Board responsibility for oversight of risks relating to cybersecurity, as set forth in the Committee’s charter.

Multiple members of Danaher’s Audit Committee have prior work experience overseeing or assessing a cybersecurity function.

Danaher’s CISO and CIO update the Audit Committee multiple times per year regarding Danaher’s cybersecurity program, including key program metrics, initiatives and developments.

The Audit Committee regularly briefs the full Board on these matters.

In addition, in the event of a significant cybersecurity incident, Danaher policy and process requires timely engagement of and consultation with the Audit Committee.

Based on the information we have as of the date of this Annual Report, we do not believe any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect Danaher, including our business strategy, results of operations or financial condition.

As of December 31, [removed: 2022,] [added: 2023,] the Company had facilities in over [removed: 60] [added: 50] countries, including approximately [removed: 244] [added: 184] significant administrative, sales, research and development, manufacturing and distribution facilities.

[removed: 90] [added: 70] of these facilities are located in the United States in over 20 states and [removed: 154] [added: 114] are located outside the United States, primarily in [removed: Europe] [added: Europe,] and to a lesser extent in Asia, [removed: South America,] [added: Australia,] Canada and [removed: Australia.][added: South America.]

Set forth below are the names, ages, positions and experience of Danaher’s executive officers as of February 4, [removed: 2023.][added: 2024.]

| Steven M. Rales | | | | | | [removed: 71] [added: 72] | | | | | | Chairman of the Board | | | | | | 1984 | | |

| Mitchell P. Rales | | | | | | [removed: 66] [added: 67] | | | | | | Chairman of the Executive Committee | | | | | | 1984 | | |

| Rainer M. Blair | | | | | | [removed: 58] [added: 59] | | | | | | President and Chief Executive Officer | | | | | | 2014 | | |

| Matthew R. McGrew | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | 2019 | | |

| Joakim Weidemanis | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President | | | | | | 2017 | | |

| Georgeann F. Couchara | | | | | | [removed: 46] [added: 47] | | | | | | Senior Vice President - Human Resources | | | | | | 2022 | | |

| Brian W. Ellis | | | | | | [removed: 56] [added: 57] | | | | | | Senior Vice President – General Counsel | | | | | | 2016 | | |

| Jose-Carlos Gutierrez-Ramos | | | | | | [removed: 60] [added: 61] | | | | | | Senior Vice President – Chief Science Officer | | | | | | 2020 | | |

| William H. King | | | | | | [removed: 55] [added: 56] | | | | | | Senior Vice President – Strategic Development | | | | | | 2005 | | |

| Daniel A. Raskas | | | | | | [removed: 56] [added: 57] | | | | | | Senior Vice President – Corporate Development | | | | | | 2004 | | |

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

McGrew has served as Executive Vice President and Chief Financial Officer since January [removed: 2019, after serving as Group CFO of Danaher from 2012 until December 2018.][added: 2019.]

[removed: Honeycutt] [added: Couchara] has served as [removed: Executive] [added: Senior] Vice President [added: – Human Resources] since [removed: January 2021] [added: April 2022,] after serving as Vice [added: President-Talent from January 2021 to April 2022, Vice] President – [removed: Group Executive] [added: Human Resources for Danaher’s Life Sciences subsidiary] from [removed: May] [added: July] 2019 [removed: until December 2020] [added: to January 2021] and [removed: President of] [added: Senior Vice President-Human Resources and Communications for] Danaher’s Pall [removed: business] [added: subsidiary] from [removed: January] [added: June] 2017 [removed: until April] [added: to July] 2019.

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

| Christopher P. Riley | | | | | | 50 | | | | | | Executive Vice President | | | | | | 2024 | | |

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

Christopher P.

Riley has served as Executive Vice President since January 2024 after serving as Vice President – Group Executive of Danaher’s Life Sciences subsidiary from July 2022 to December 2023, Vice President-Group Executive of Danaher’s Diagnostics subsidiary from January 2020 to July 2022 and President of Danaher’s Beckman Coulter Diagnostics subsidiary from August 2017 to January 2020.

| Jennifer L. Honeycutt | | | | | | 53 | | | | | | Executive Vice President | | | | | | 2021 | | |

Jennifer L.

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.

As of February [removed: 3, 2023,] [added: 2, 2024,] there were [removed: 2,300] [added: 2,191] holders of record of Danaher’s common stock.

Neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during [removed: 2022, 2021] [added: 2023, 2022] or [removed: 2020,] [added: 2021,] other than [added: 3,906 shares in July 2022] 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: 2022.][added: 2023.]

Based on this assessment, management concluded that, as of December 31, [removed: 2022,] [added: 2023,] the Company’s internal control over financial reporting is effective.

This report dated February [removed: 22, 2023] [added: 21, 2024] appears on page [removed: [60](#i0b8bf8be606e4e9097043bc2951ce0c7_10215)] [added: [56](#idced6fbdfc9244a99f5fe18493aff0b3_4166)] of this Form 10-K.

We have audited Danaher Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 22, 2023] [added: 21, 2024] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 22, 2023] [added: 21, 2024] expressed an unqualified opinion thereon.

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

The communication of the critical audit 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 matter below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit matter or on the accounts or disclosures to which 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. The Company 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: 2022,] [added: 2023,] the Company’s gross unrecognized tax benefits related to uncertain tax positions were approximately [removed: $1.1] [added: $1.2] billion. Auditing the recognition and measurement of certain of the Company’s tax positions including the evaluation of whether such tax position is more likely than not to be sustained, and if applicable the measurement of the benefit, is complex and required the use of tax subject matter resources. | | |

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | | [added: | | |]

| Cash and equivalents | | | $ | [removed: 5,995] [added: 5,864] | | | | | $ | [removed: 2,586] [added: 5,995] | |

| Trade accounts receivable, less allowance for doubtful accounts of [removed: $126] [added: $120] as of December 31, [removed: 2022] [added: 2023] and [removed: $124] [added: $92] as of December 31, [removed: 2021] [added: 2022] | | | [removed: 4,918] [added: 3,922] | | | | | | [removed: 4,631] [added: 4,102] | | |

| Prepaid expenses and other current assets | | | [removed: 1,860 | | | | | | 1,664] [added: 119] | | |

| Total current assets | | | [removed: 15,883] [added: 13,937] | | | | | | [removed: 11,648] [added: 15,883] | | |

| Property, plant and equipment, net | | | [removed: 3,956 | | | | | | 3,790] [added: 247] | | |

| Other long-term assets | | | [removed: 4,459 | | | | | | 3,719] [added: 299] | | |

| Other intangible assets, net | | | [removed: 20,300 | | | | | | 22,843] [added: 479] | | |

| Total assets | | | $ | [removed: 84,350] [added: 84,488] | | | | | $ | [removed: 83,184] [added: 84,350] | |

| Notes payable and current portion of long-term debt | | | $ | [removed: 591] [added: 1,695] | | | | | $ | [removed: 8] [added: 591] | |

| Trade accounts payable | | | [removed: 2,296] [added: (32)] | | | | | | [removed: 2,569] [added: (1)] | | | [added: | | | (23) | | |]

| [removed: Accrued] [added: Change in accrued] expenses and other liabilities | | | [removed: 5,502] [added: 34] | | | | | | [removed: 5,563] [added: 97] | | | [added: | | | 64 | | |]

| Total current liabilities | | | [removed: 8,389] [added: 8,274] | | | | | | [removed: 8,140] [added: 8,389] | | |

| Other long-term liabilities | | | [removed: 6,785 | | | | | | 7,699] [added: 287] | | |

| Long-term debt | | | [removed: 19,086] [added: 16,707] | | | | | | [removed: 22,168] [added: 19,086] | | |

| Preferred stock, no par value, 15.0 million shares authorized; no shares [removed: and 1.65 million shares of 4.75% Mandatory Convertible Preferred Stock, Series A,] issued and outstanding as of December 31, [removed: 2022 and December 31, 2021, respectively;] [added: 2023;] 1.72 million shares of 5.00% Mandatory Convertible Preferred Stock, Series B, issued and outstanding as of December 31, 2022 [removed: and December 31, 2021] | | | [removed: 1,668] [added: —] | | | | | | [removed: 3,268] [added: 1,668] | | |

| Common stock - $0.01 par value, 2.0 billion shares authorized; [removed: 869.3] [added: 880.5] million issued and [removed: 728.3] [added: 739.2] million outstanding as of December 31, [removed: 2022; 855.7] [added: 2023; 869.3] million issued and [removed: 715.0] [added: 728.3] million outstanding as of December 31, [removed: 2021] [added: 2022] | | | 9 | | | | | | 9 | | |

| Additional paid-in capital | | | [removed: 12,072] [added: 14,151] | | | | | | [removed: 10,090] [added: 12,072] | | |

| Retained earnings | | | [removed: 39,205] [added: 41,074] | | | | | | [removed: 32,827] [added: 39,205] | | |

| Accumulated other comprehensive income (loss) | | | [removed: (2,872)] [added: (1,748)] | | | | | | [removed: (1,027)] [added: (2,872)] | | |

| Total Danaher stockholders’ equity | | | [removed: 50,082] [added: 53,486] | | | | | | [removed: 45,167] [added: 50,082] | | |

| Noncontrolling interests | | | [removed: 8] [added: 4] | | | | | | [removed: 10] [added: 8] | | |

| Total stockholders’ equity | | | [removed: 50,090] [added: 53,490] | | | | | | [removed: 45,177] [added: 50,090] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 84,350] [added: 84,488] | | | | | $ | [removed: 83,184] [added: 84,350] | |

| | | | [removed: 2022 | | |] [added: 2023] | | | [removed: 2021] | | | [added: 2022] | | | [removed: 2020] | | | [added: 2021] | | |

| Selling, general and administrative expenses | | | [removed: (8,516)] [added: (7,329)] | | | | | | [removed: (8,198)] [added: (7,124)] | | | | | | [removed: (6,896)] [added: (6,817)] | | | | | |

| Research and development expenses | | | [removed: (1,745)] [added: (1,503)] | | | | | | [removed: (1,742)] [added: (1,528)] | | | | | | [removed: (1,348)] [added: (1,498)] | | | | | |

| Other operating expenses | | | — | | | | | | [removed: (547)] [added: —] | | | | | | [removed: —] [added: (547)] | | | | | |

The Company completed the acquisition of Abcam plc (“Abcam”) on December 6, 2023.

Since the Company has not yet fully incorporated the internal controls and procedures of Abcam into the Company’s internal control over financial reporting, management excluded Abcam from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

Abcam constituted 8% of the Company’s total assets as of December 31, 2023 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 Abcam plc, acquired on December 6, 2023, which is included in the 2023 consolidated financial statements of the Company and constituted 8% of total assets as of December 31, 2023 and less than 1% of revenues 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 Abcam plc.

February 21, 2024

February 21, 2024

| | | | 2023 | | | | | | 2022 | | |

| Inventories | | | 2,594 | | | | | | 2,765 | | |

| Prepaid expenses and other current assets | | | 1,557 | | | | | | 1,741 | | |

| Current assets, discontinued operations | | | — | | | | | | 1,280 | | |

| Other long-term assets | | | 3,644 | | | | | | 4,160 | | |

| Goodwill | | | 41,608 | | | | | | 37,276 | | |

| Other intangible assets, net | | | 20,746 | | | | | | 19,821 | | |

| Other assets, discontinued operations | | | — | | | | | | 3,501 | | |

| Accrued expenses and other liabilities | | | 4,813 | | | | | | 4,815 | | |

| Current liabilities, discontinued operations | | | — | | | | | | 1,127 | | |

| Other long-term liabilities | | | 6,017 | | | | | | 6,498 | | |

| Long-term liabilities, discontinued operations | | | — | | | | | | 287 | | |

| Sales | | | $ | 23,890 | | | | | $ | 26,643 | | | | | $ | 24,802 | | | | |

| Cost of sales | | | (9,856) | | | | | | (10,455) | | | | | | (9,563) | | | | | |

| Gross profit | | | 14,034 | | | | | | 16,188 | | | | | | 15,239 | | | | | |

| Operating profit | | | 5,202 | | | | | | 7,536 | | | | | | 6,377 | | | | | |

| Other income (expense), net | | | (175) | | | | | | (227) | | | | | | 450 | | | | | |

| Interest expense | | | (286) | | | | | | (204) | | | | | | (231) | | | | | |

| Income taxes | | | (823) | | | | | | (818) | | | | | | (1,064) | | | | | |

| Basic | | | $ | 5.70 | | | | | $ | 8.58 | | | | | $ | 7.39 | | | | |

| Diluted | | | $ | 5.65 | | | | | $ | 8.47 | | | | | $ | 7.28 | | | | |

| Basic | | | $ | 0.74 | | | | | $ | 1.22 | | | | | $ | 1.38 | | | | |

| Diluted | | | $ | 0.73 | | | | | $ | 1.20 | | | | | $ | 1.34 | | | | |

| Distribution of Veralto Corporation | | | (10) | | | | | | — | | | | | | — | | |

| Distribution of Veralto Corporation | | | (2,101) | | | | | | — | | | | | | — | | |

| Distribution of Veralto Corporation | | | 974 | | | | | | — | | | | | | — | | |

| Distribution of Veralto Corporation | | | (4) | | | | | | — | | | | | | — | | |

| Net earnings | | | $ | 4,764 | | | | | $ | 7,209 | | | | | $ | 6,433 | |

| Depreciation | | | 675 | | | | | | 698 | | | | | | 674 | | |

| Amortization of intangible assets | | | 1,491 | | | | | | 1,434 | | | | | | 1,388 | | |

| Change in inventories | | | 185 | | | | | | (448) | | | | | | (427) | | |

| Total operating cash provided by discontinued operations | | | 674 | | | | | | 906 | | | | | | 935 | | |

| Total cash used in investing activities from continuing operations | | | (7,048) | | | | | | (2,145) | | | | | | (12,890) | | |

February 22, 2023

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

| Inventories | | | 3,110 | | | | | | 2,767 | | |

| Goodwill | | | 39,752 | | | | | | 41,184 | | |

| Sales | | | $ | 31,471 | | | | | $ | 29,453 | | | | | $ | 22,284 | | | | |

| Cost of sales | | | (12,522) | | | | | | (11,501) | | | | | | (9,809) | | | | | |

| Gross profit | | | 18,949 | | | | | | 17,952 | | | | | | 12,475 | | | | | |

| Operating profit | | | 8,688 | | | | | | 7,465 | | | | | | 4,231 | | | | | |

| Income taxes | | | (1,083) | | | | | | (1,251) | | | | | | (849) | | | | | |

| Basic | | | $ | 9.80 | | | | | $ | 8.65 | | | | | $ | 4.97 | | | | |

| Diluted | | | $ | 9.66 | | | | | $ | 8.50 | | | | | $ | 4.89 | | | | |

| Basic | | | $ | — | | | | | $ | 0.12 | | | | | $ | — | | | | |

| Diluted | | | $ | — | | | | | $ | 0.12 | | | | | $ | — | | | | |

| Common stock-based award activity | | | 396 | | | | | | 335 | | | | | | 351 | | |

| Issuance of common stock | | | — | | | | | | — | | | | | | 1,729 | | |

| Adoption of accounting standards | | | — | | | | | | — | | | | | | (8) | | |

| Depreciation | | | 738 | | | | | | 718 | | | | | | 637 | | |

| Amortization of intangible assets | | | 1,484 | | | | | | 1,450 | | | | | | 1,138 | | |

| Change in inventories | | | (486) | | | | | | (502) | | | | | | (123) | | |

| Proceeds from the public offering of common stock, net of issuance costs | | | — | | | | | | — | | | | | | 1,729 | | |

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

- The Environmental & Applied Solutions segment offers products and services that help protect precious resources and keep global food and water supplies safe.

The Company’s water quality business provides instrumentation, consumables, software, services and disinfection systems to help analyze, treat and manage the quality of ultra-pure, potable, industrial, waste, ground, source and ocean water in residential, commercial, municipal, industrial and natural resource applications.

The Company’s product identification business provides instruments, software, services and consumables for various color and appearance management, packaging design and quality management, packaging converting, printing, marking, coding and traceability applications for consumer, pharmaceutical and industrial products.

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

On January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, *Financial Instruments—Credit Losses* *(Topic 326): Measurement of Credit Losses on Financial Instruments*, using the modified retrospective transition method and recorded a net increase to the allowance for doubtful accounts of $10 million due to the cumulative impact of adoption.

| Finished goods | | | $ | 1,504 | | | | | $ | 1,343 | |

| Raw materials | | | 1,133 | | | | | | 951 | | |

| Total | | | $ | 3,110 | | | | | $ | 2,767 | |

| Buildings | | | 1,994 | | | | | | 1,676 | | |

and records revenue for product sales upon shipment.

Revenue for extended warranty and service is recognized based upon the period of time elapsed under the arrangement.

Productivity Improvement and Restructuring—The Company periodically initiates productivity improvement and restructuring activities to appropriately position the Company’s cost base relative to prevailing economic conditions and associated customer demand as well as in connection with certain acquisitions.

Costs associated with productivity improvement and restructuring actions can include one-time termination benefits and related charges in addition to facility closure, contract termination and

other related activities.

The Company records the cost of the productivity improvement and restructuring activities when the associated liability is incurred.

revenue growth rates, royalty rates and technology obsolescence rates.

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

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

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

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: 2022] [added: 2023] 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 License (but subject to the Company’s suspension of sales prohibited by sanctions and suspension of certain [added: other] product shipments to Russia as a result of the conflict with [removed: Ukraine, as described above),] [added: Ukraine),] certain of the Company’s subsidiaries 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.

*Director and Officer Trading Arrangements*

On November 28, 2023, Rainer M.

Blair, Danaher’s President and Chief Executive Officer, adopted a trading plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) for the sale through November 21, 2024 of up to 103,379 shares of Danaher common stock.

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 Company’s [removed: 2023] [added: 2024] annual meeting of shareholders and from the information under the caption “Information About Our [added: Executive Officers” in Part I hereof.]

The Code of Conduct is available in the [removed: “Sustainability”] [added: “Governance”] 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: “Sustainability”] [added: “Governance”] 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.

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 (other than the Pay Versus Performance disclosure) and Summary of Employment Agreements and Plans in the Proxy Statement for the Company’s [removed: 2023] [added: 2024] annual meeting of shareholders (provided that the Compensation Committee Report shall not be deemed to be “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: 2023] [added: 2024] annual meeting of 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: 2023] [added: 2024] 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: 2023] [added: 2024] annual meeting of shareholders.

An index of Exhibits and Schedules is on page [removed: [112](#idc0990cb77cc4425a0da9f8ac0e74f8b_523)] [added: [108](#i872e20878fa44186a3b63b86235ded9e_523)] of this report.

| Valuation and Qualifying Accounts | | | [removed: [119](#icc05b8980586439eac5a0d72dad3b37e_253)] [added: [114](#if5b5c212b87b4e2badf69a2a18b7c4ae_265)] | | |

| 3.1 | | | | | | [Restated Certificate of Incorporation of Danaher [removed: Corporation](http://www.sec.gov/Archives/edgar/data/313616/000031361612000089/dhr-2012629xexx31.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361612000089/dhr-2012629xexx31.htm)] | | | | | | Incorporated by reference from Exhibit 3.1 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2012 | | |

| 3.2 | | | | | | [removed: [Certificate of Designations] [added: [Amended and Restated By-laws] of [removed: the 4.75% Mandatory Convertible Preferred Stock, Series A](https://www.sec.gov/Archives/edgar/data/313616/000119312519061189/d718238dex31.htm)] [added: 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: March 1, 2019] [added: December 7, 2022] | | |

| [removed: 3.4] [added: 2.1] | | | | | | [removed: [Amended] [added: [Separation] and [removed: Restated By-laws] [added: Distribution Agreement, dated as] of [added: September 29, 2023, by and between] Danaher [removed: Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361621000096/ex31danaherbylaws7211.htm)] [added: Corporation and Veralto Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/exhibit21-separationanddis.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 3.1] [added: 2.1] to Danaher Corporation’s Current Report on Form 8-K filed [removed: December 7, 2022] [added: on October 2, 2023] | | |

| 4.4 | | | | | | [removed: [First] [added: [Second] Supplemental Indenture to Danaher International Indenture, dated as of [removed: July 8, 2015,] [added: June 30, 2017,] by and between Danaher Corporation, as guarantor, DH Europe Finance [removed: S.A.,] [added: S.a.r.l.,] as issuer, and The Bank of New York Mellon Trust Company, N.A. as [removed: trustee](http://www.sec.gov/Archives/edgar/data/313616/000119312515248075/d10460dex42.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/313616/000119312517218933/d414047dex42.htm)] | | | | | | Incorporated by reference from Exhibit 4.2 to Danaher Corporation’s Current Report on Form 8-K filed on [removed: July 8, 2015] [added: June 30, 2017] | | |

| [removed: 4.5] [added: 4.11] | | | | | | [removed: [Second] [added: [First] Supplemental Indenture to Danaher International [added: II] Indenture, dated as of [removed: June 30, 2017, by and between Danaher Corporation, as guarantor,] [added: September 18, 2019, among] DH Europe Finance [removed: S.a.r.l.,] [added: II S.à r.l.,] as issuer, [added: Danaher Corporation, as guarantor] and The Bank of New York Mellon Trust Company, [removed: N.A.] [added: N.A.,] as [removed: trustee](http://www.sec.gov/Archives/edgar/data/313616/000119312517218933/d414047dex42.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/313616/000119312519247354/d770177dex42.htm)] | | | | | | Incorporated by reference from Exhibit 4.2 to Danaher Corporation’s Current Report on Form 8-K filed [removed: on June 30, 2017] [added: September 18, 2019] | | |

| [removed: 4.6] [added: 4.5] | | | | | | [Second Supplemental Indenture to Senior Indenture, dated as of July 1, 2019 between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/313616/000031361619000124/dhr-2019xposasrxexx42.htm) | | | | | | Incorporated by reference from Exhibit 4.2 to Danaher Corporation’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed July 10, 2019 | | |

| [removed: 4.7] [added: 4.6] | | | | | | [Third Supplemental Indenture to Senior Indenture, dated as of March 30, 2020 between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/313616/000119312520090923/d909584dex43.htm) | | | | | | Incorporated by reference from Exhibit 4.3 to Danaher Corporation’s Current Report on Form 8-K filed on March 30, 2020 | | |

| [removed: 4.8] [added: 4.7] | | | | | | [Fourth Supplemental Indenture to Senior Indenture, dated as of October 6, 2020 between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/313616/000162828020014349/exhibit44-8xk1062020.htm) | | | | | | Incorporated by reference from Exhibit 4.4 to Danaher Corporation’s Current Report on Form 8-K filed on October 6, 2020 | | |

| [removed: 4.9] [added: 4.8] | | | | | | [Fifth Supplemental Indenture to Senior Indenture, dated as of December 10, 2021 between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/0000313616/000162828021024858/exhibit44-closing8xk.htm) | | | | | | Incorporated by reference from Exhibit 4.4 to Danaher Corporation’s Current Report on Form 8-K filed on December 10, 2021 | | |

| [removed: 4.10] [added: 4.9] | | | | | | [Third Supplemental Indenture to Danaher International Indenture, dated as of July 1, 2019 among DH Europe Finance S.à r.l., as issuer, Danaher Corporation, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/313616/000031361619000124/dhr-2019xposasrxexx45.htm) | | | | | | Incorporated by reference from Exhibit 4.5 to Danaher Corporation’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed July 10, 2019 | | |

| [removed: 4.11] [added: 4.10] | | | | | | [Base Indenture, dated as of September 18, 2019, among DH Europe Finance II S.à r.l., as issuer, Danaher Corporation, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (“Danaher International II Indenture”)](http://www.sec.gov/Archives/edgar/data/313616/000119312519247354/d770177dex41.htm) | | | | | | Incorporated by reference from Exhibit 4.1 to Danaher Corporation’s Current Report on Form 8-K filed September 18, 2019 | | |

| [removed: 4.14] [added: 4.12] | | | | | | [Description of Securities Registered Under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex0414-descriptionofsecu.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit412-descriptionof.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/313616/000031361623000087/ex104-omnibusincentivepl.htm)] [added: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit104-nqbod.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/313616/000031361623000087/ex105-rsuawardagreement.htm)] [added: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit105-rsubod.htm)] | | | | | | | | |

| 10.6 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan Stock Option [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex106-nqagreement.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit106-nqagreement.htm)] | | | | | | | | |

| 10.7 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan RSU [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex107-rsuagreement.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit107-rsuagreement.htm)] | | | | | | | | |

| 10.8 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan PSU [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex108-psuagreement.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit108-psuagreement.htm)] | | | | | | | | |

| 10.9 | | | | | | [Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive [removed: Program*](http://www.sec.gov/Archives/edgar/data/313616/000031361619000035/dhr-20181231xexx108.htm)] [added: Program*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000125/a103-danaheredipx2023res.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.8] [added: 10.3] to Danaher Corporation’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2018] [added: 2023] | | |

| 10.10 | | | | | | [Amendment to Danaher [removed: Corporation & Subsidiaries Amended and Restated] Executive Deferred Incentive [removed: Program*](http://www.sec.gov/Archives/edgar/data/313616/000031361619000148/dhr-2019927xexx1014.htm)] [added: Program*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000256/ex1013danaheredipamendme.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.14] [added: 10.13] to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September [removed: 27, 2019] [added: 29, 2023] | | |

| 10.11 | | | | | | [Danaher Corporation Excess Contribution Program, a sub-plan under the 2007 Omnibus Incentive Plan, as amended and [removed: restated*](http://www.sec.gov/Archives/edgar/data/313616/000031361619000035/dhr-20181231xexx109.htm)] [added: restated*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000125/a101-danaherexcesscontri.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.9] [added: 10.1] to Danaher Corporation’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2018] [added: 2023] | | |

| 10.12 | | | | | | [Amendment to Danaher Excess Contribution [removed: Program*](http://www.sec.gov/Archives/edgar/data/313616/000031361619000148/dhr-2019927xexx1015.htm)] [added: Program*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000256/ex1014danaherecpamendmen.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.15] [added: 10.14] to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September [removed: 27, 2019] [added: 29, 2023] | | |

| [removed: 10.13] [added: 10.14] | | | | | | [removed: [Amended] [added: [Amendment to Amended] and Restated Danaher Corporation Deferred Compensation [removed: Plan*](http://www.sec.gov/Archives/edgar/data/313616/000031361619000148/dhr-2019927xexx1012.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000256/ex1012danaherdcpamendmen.htm)] | | | | | | Incorporated by reference from Exhibit 10.12 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September [removed: 27, 2019] [added: 29, 2023] | | |

| [removed: 10.14] [added: 10.13] | | | | | | [removed: [Amendment to Amended] [added: [Amended] and Restated Danaher Corporation Deferred Compensation [removed: Plan*](http://www.sec.gov/Archives/edgar/data/313616/000031361619000148/dhr-2019927xexx1013.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000125/a102-danaherdcpx2023rest.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.13] [added: 10.2] to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended [removed: September 27, 2019] [added: March 31, 2023] | | |

| 10.19 | | | | | | [Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and [removed: Jennifer Honeycutt] [added: Jose-Carlos Gutierrez-Ramos] dated [removed: January 26, 2021*](https://www.sec.gov/Archives/edgar/data/313616/000031361622000061/ex1019-honeycuttncaeo.htm)] [added: February 14, 2023*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex-1020xcompetitionagree.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.19] [added: 10.20] to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] | | |

| [removed: 10.20] [added: 10.21] | | | | | | [Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and [removed: 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] [added: Georgeann Couchara] dated [removed: February 14, 2023*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex-1020xcompetitionagree.htm)] [added: January 29, 2024*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit1021-competeition.htm)] | | | | | | | | |

| [removed: 10.21] [added: 10.20] | | | | | | [Letter Agreement by and [removed: between](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex-1021xletteragreement.htm) [Danaher] [added: between Danaher] Corporation and Jose-Carlos Gutierrez-Ramos dated November 23, [removed: 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)] [added: 2020*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex-1021xletteragreement.htm)] | | | | | | [added: Incorporated by reference from Exhibit 10.21 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022] | | |

| 10.22 | | | | | | [Description of compensation arrangements for non-management [removed: directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex1022-directorcompensat.htm)] [added: directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/dhr-20231231xexx1022.htm)] | | | | | | | | |

| 10.23 | | | | | | [Management Agreement dated [removed: February 23, 2012] [added: September 29, 2023] by and between FJ900, Inc. and Joust Capital [removed: III, LLC](http://www.sec.gov/Archives/edgar/data/313616/000119312512076756/d257309dex1025.htm) (1)] [added: II, LLC](https://www.sec.gov/Archives/edgar/data/313616/000031361623000256/ex1015fj900-jciimanageme.htm) [(1)](https://www.sec.gov/Archives/edgar/data/313616/000031361623000256/ex1015fj900-jciimanageme.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.25] [added: 10.15] to Danaher Corporation’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2011] [added: September 29, 2023] | | |

| 10.24 | | | | | | [Interchange Agreement dated [removed: July 22, 2011] [added: September 29, 2023] by and between Danaher Corporation and Joust Capital [removed: III, LLC](http://www.sec.gov/Archives/edgar/data/313616/000119312511197635/dex1010.htm) (2)] [added: II, LLC](https://www.sec.gov/Archives/edgar/data/313616/000031361623000256/ex1016jcii-danaherinterc.htm) [(2)](https://www.sec.gov/Archives/edgar/data/313616/000031361623000256/ex1016jcii-danaherinterc.htm)] | | | | | | Incorporated by reference from Exhibit [removed: 10.10] [added: 10.16] to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended [removed: July 1, 2011] [added: September 29, 2023] | | |

| 10.25 | | | | | | [Aircraft Time Sharing Agreement by and between Danaher Corporation and Rainer M. Blair, dated as [removed: of August 3, 2020*](http://www.sec.gov/Archives/edgar/data/313616/000031361620000142/dhr-2020102x10qexx101.htm) [(3)](http://www.sec.gov/Archives/edgar/data/313616/000031361620000142/dhr-2020102x10qexx101.htm)] [added: of](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit1025-aircrafttime.htm) [N](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit1025-aircrafttime.htm)[ovember 17, 2023](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit1025-aircrafttime.htm)[*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit1025-aircrafttime.htm) [](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit1025-aircrafttime.htm) [(3)](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit1025-aircrafttime.htm)] | | | | | | [removed: Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2020] | | |

| 10.27 | | | | | | [removed: [Second] [added: [Third] Amended and Restated Credit Agreement, dated as of August [removed: 27, 2019,] [added: 11, 2023,] among Danaher Corporation, certain of its subsidiaries party thereto, Bank of America, N.A., as Administrative [removed: Agent and a Swing Line Lender,] [added: Agent,] and the lenders referred to [removed: therein](http://www.sec.gov/Archives/edgar/data/313616/000119312519234046/d777194dex101.htm)] [added: therein](https://www.sec.gov/Archives/edgar/data/313616/000031361623000244/bankofamericathirdamende.htm)] | | | | | | Incorporated by reference [removed: from] [added: to] Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed [added: on] August [removed: 29, 2019] [added: 15, 2023] | | |

| 21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/dhr-20221231xexx211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/dhr-20231231xexx211.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/313616/000031361623000087/dhr-20221231xexx221.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/dhr-20231231xexx221.htm)] | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/313616/000031361623000087/ex231-consentofindepende.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/ex231-eyconsent.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/313616/000031361623000087/dhr-20221231xexx311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/dhr-20231231xexx311.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/313616/000031361623000087/dhr-20221231xexx312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/dhr-20231231xexx312.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/313616/000031361623000087/dhr-20221231xexx321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/dhr-20231231xexx321.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/313616/000031361623000087/dhr-20221231xexx322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/dhr-20231231xexx322.htm)] | | | | | | | | |

| | | | (1) | | | In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, FJ900, Inc. (a subsidiary of Danaher) has entered into a management agreement with [removed: Joust Capital II,] [added: Stonehavens Global] LLC that is substantially identical in all material respects to the form of agreement referenced as Exhibit 10.23, except as to the referenced aircraft and the name of the counterparty. | | |

| 10.28 | | | | | | [Employee Matters Agreement, dated as of September 29, 2023, by and between Danaher Corporation and Veralto Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/exhibit101-employeematters.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on October 2, 2023 | | |

| 10.29 | | | | | | [Tax Matters Agreement, dated as of September 29, 2023, by and between Danaher Corporation and Veralto Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/exhibit102-taxmattersagree.htm) | | | | | | Incorporated by reference to Exhibit 10.2 to Danaher Corporation’s Current Report on Form 8-K filed on October 2, 2023 | | |

| 10.30 | | | | | | [Transition Services Agreement, dated as of September 29, 2023, by and between Danaher Corporation and Veralto Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/exhibit103-transitionservi.htm) | | | | | | Incorporated by reference to Exhibit 10.3 to Danaher Corporation’s Current Report on Form 8-K filed on October 2, 2023 | | |

| 10.31 | | | | | | [Intellectual Property Matters Agreement, dated as of September 29, 2023, by and between Danaher Corporation and Veralto Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/exhibit104-intellectualpro.htm) | | | | | | Incorporated by reference to Exhibit 10.4 to Danaher Corporation’s Current Report on Form 8-K filed on October 2, 2023 | | |

| 10.32 | | | | | | [DBS License Agreement, dated as of September 29, 2023, by and between Danaher Corporation and Veralto Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/exhibit105-dbslicenseagree.htm) | | | | | | Incorporated by reference to Exhibit 10.5 to Danaher Corporation’s Current Report on Form 8-K filed on October 2, 2023 | | |

| 97.1 | | | | | | [Danaher Corporation Clawback Policy](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit971-danaherclawba.htm) | | | | | | | | |

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(b) Amounts related to businesses acquired.

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

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

| 4.13 | | | | | | [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 | | |

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

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

(b) Amounts related to businesses acquired, net of amounts related to businesses disposed not included in discontinued operations, and amounts related to the adoption impact from ASU No. 2016-13, *Financial Instruments—Credit Losses* *(Topic 326): Measurement of Credit Losses on Financial Instruments*.