Danaher (DHR) 10-K risk factor changes: FY2024 vs FY2023

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

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

[removed: Further] [added: To the extent we develop and sell products to help epidemics or pandemics in the future, as such epidemics/pandemics evolve we may experience volatility and] declines in demand [removed: for our COVID-19 related products] that are unanticipated in timing or [removed: magnitude] [added: magnitude, which] could adversely affect our business and financial statements.

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

Any resurgence of COVID-19 (or the outbreak of any [removed: 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 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 [removed: 2022] [added: recent years as well as the market disruptions] and [removed: 2023.][added: uncertainties that have followed the recent change in administration in the U.S..]

In addition to inflation and [removed: higher] interest rates, slower economic growth in the domestic and/or international markets, actual or anticipated default on sovereign debt, volatility in the currency and credit markets, high levels of unemployment or underemployment, labor availability constraints, reduced levels of capital expenditures, changes or anticipation of potential changes in government trade, fiscal, tax and monetary policies (including as a result of [removed: upcoming elections] [added: the recent change] in [added: administration in] the U.S.), [added: government stimulus measures and the anticipation thereof,] changes in capital requirements for financial institutions, government budget negotiation dynamics, sequestration or government shut-downs, austerity measures and other challenges that affect economies of the world [added: 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:]

New, disruptive technologies may [added: also] emerge [removed: that] [added: and] displace the Company’s existing [removed: technologies.][added: technologies resulting in an adverse effect on the Company’s business and financial statements.]

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

The [removed: health care] [added: healthcare] industry and related industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce (and increase the predictability of) costs, including the following:

The PPACA, [removed: health care] [added: healthcare] austerity measures in other countries and other potential healthcare reform changes and government austerity measures have reduced and may further reduce the amount of government funding or reimbursement available to customers or end-users of our products and services and/or the volume of medical procedures using our products and services.

In addition, the Inflation Reduction Act of 2022 [removed: may subject certain products to] [added: contains various drug price negotiation, inflationary rebate and] government-established [removed: pricing, potentially impose rebates] [added: pricing provisions with varying implementation dates] and [removed: subject] [added: subjects] manufacturers who fail to adhere to the government’s interpretation of the law to penalties.

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

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

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 [added: 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: 2023] [added: 2024] approximately [removed: 60%] [added: 58%] of our sales 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 plan to continue to increase our sales and presence outside the U.S., particularly in the high-growth markets.

- public health crises and epidemics, such as [removed: COVID-19;][added: the recent COVID-19 pandemic;]

In [removed: 2023] [added: 2024] we generated approximately [removed: 13%] [added: 12%] of our sales from continuing operations from China.

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

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

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

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

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

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

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 [added: and obtain applicable antitrust and other regulatory approvals on acceptable terms.]

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

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

- as a result of our acquisitions and investments, we have recorded significant goodwill and other assets on our balance sheet and if we are not able to realize the value of these assets, or if the value of our investments declines, we are required to incur impairment [removed: charges;][added: charges (See “Financial and Tax Risks—We may be required to recognize impairment charges for our goodwill and other intangible assets” for additional information);]

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 [removed: “Dispositions”), including most recently the spin-off of Danaher’s former Environmental & Applied Solutions segment in 2023, now known as Veralto Corporation.][added: “Dispositions”).]

In addition, we have retained responsibility for and/or have agreed to [removed: indemnify buyers] [added: provide indemnification] against some known and unknown contingent liabilities related to [removed: a number of] [added: the] businesses [added: that were subject to the Dispositions and other businesses] we or our predecessors have sold or disposed.

In addition, with respect to the liabilities for which [removed: the] other parties have agreed to indemnify us [removed: under these agreements,] [added: in connection with the Dispositions,] there can be no assurance that the indemnity rights we have against such other parties will be sufficient to protect us against the full amount of the liabilities, or that such other parties will be able to fully satisfy their respective indemnification obligations.

We could incur significant liability if [added: our dispositions of] any of [removed: the Dispositions] [added: Fortive Corporation, Envista Holdings Corporation or Veralto Corporation] is determined to be a taxable transaction.

In addition, compliance with the varying data privacy regulations across the U.S. and around the world has required significant expenditures and may require additional expenditures, and may require further changes in our products or business models that increase [removed: competition] [added: expenses] or reduce revenue.

Climate change, legal or regulatory measures to address climate change and [added: other sustainability topics and] any inability on our part to address stakeholder expectations relating to climate change [added: and other sustainability topics] may negatively affect us.

Any such new or additional requirements [added: relating to climate change or other sustainability topics] may increase the costs associated with, or disrupt, sourcing, manufacturing and distribution of our products, which may adversely affect our business and financial statements.

In addition, any failure to adequately address regulatory requirements [added: (such as the new regulations certain jurisdictions have adopted relating to false] or [added: misleading claims about a company’s sustainability practices, and recent changes in U.S. federal law and policy related to diversity practices) or] stakeholder expectations with respect to sustainability matters may result in [removed: the] [added: penalties,] loss of business, adverse reputational impacts, diluted market valuations and challenges in attracting and retaining customers and employees.

For example, our ability to achieve our current and future 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 sustainability expectations, the effects of the organic and inorganic growth of our business, cost [removed: considerations and] [added: considerations,] the [removed: development and] availability of [added: third-party performance or data beyond our control and third-party development of] cost-effective technologies or resources that [added: are made available to us and] support our goals.

Problems can arise during manufacturing for a variety of reasons, including equipment malfunction, [added: contamination,] failure to follow specific protocols and procedures, problems with raw materials or components, cyber-attacks, natural disasters and environmental factors, and if not discovered before the product is released to market can result in recalls and product liability exposure.

Because we cannot always immediately adapt our production capacity and related cost structures to changing market conditions, at times our manufacturing capacity [removed: exceeds] [added: has exceeded] or [removed: falls short] [added: fallen short, and may in the future exceed or fall short,] of our production requirements.

Adverse developments in the financial condition, performance or purchasing patterns of these distributors and partners, or [removed: consolidation,] [added: consolidation of these distributors and partners,] can adversely affect our business and financial statements.

The recent change in U.S. administration may also result in changes that unfavorably impact the healthcare industry and our business.

For example, China has introduced programs designed to lower prices for medical products and reduce healthcare costs (including a volume-based procurement program) that have unfavorably impacted our revenues and may continue to adversely affect our business and financial statements.

For example, demand for our molecular diagnostics products is typically heavier in anticipation of and during respiratory season, and in the past has been impacted and in the future will be impacted by the degree of severity of the flu and COVID-19 season as well as by outbreaks of other infectious diseases.

Certain of our businesses have also experienced recent, cyclical dynamics as a result of factors such as inventory de-stocking, high interest rates and depressed funding levels for biotechnology companies.

Errors, defects, security issues or other vulnerabilities in third-party technology or in the integration of third-party technology with our systems could result in errors that could harm our business.

From time to time our outstanding debt has increased significantly as a result of acquisitions, and we may incur additional debt in the future.

Following the recent change of administration in the U.S., new tariffs have been implemented and have prompted retaliatory tariffs by certain countries, further tariffs my follow and the risks noted above have increased.

The full impact of these tariffs on the Company and our business partners remains uncertain.

Any of these developments can

For example, expanded FDA regulation of laboratory-developed tests (i.e., diagnostic assays developed and produced by clinical laboratories) may delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory requirements.

In addition, our products and services may support or be used in connection with customer products that are subject to clinical trials, and adverse results in any such clinical trials may adversely affect future demand for our products and services.

Unanticipated, further declines in demand for our COVID-19 related products could adversely affect our business and financial statements.

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

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.

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:

Competitors’ products can capture significant market share or lead to a decrease in market prices overall, resulting in an adverse effect on the Company’s business and financial statements.

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.

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

Potential indemnification liabilities pursuant to the Dispositions or similar transactions could adversely affect our business and financial statements.

With respect to each of the 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 forward.

These agreements provide for specific indemnity and liability obligations of each party that can lead to disputes between us and the respective counterparty.

If we are required to indemnify any of the other parties under the circumstances set forth in these agreements, we may be subject to substantial liabilities.

property litigation.

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.

For example, proposed U.S. legislation (i.e., the Verifying Accurate Leading-edge IVCT Development (“VALID”) Act) as well as the FDA’s recently proposed rule to expand the definition of in vitro diagnostics would give the FDA additional authority to actively regulate laboratory-developed tests (i.e., diagnostic assays developed and produced by clinical laboratories).

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

This discussion and analysis should be read together with Danaher’s audited financial statements and related Notes thereto as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] included in this Annual Report.

Management's discussion and analysis of financial condition and results of operations for [removed: the Biotechnology, Life Sciences and Diagnostics segments for] 2022 [removed: 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: 2022] [added: 2023] filed with the Securities and Exchange Commission, and should be referred to for [removed: segment] information regarding [removed: these periods.][added: that period.]

During [removed: 2023,] [added: 2024,] approximately [removed: 60%] [added: 58%] of Danaher’s sales were derived from customers outside the United States.

As a result of the Company’s geographic and industry diversity, the Company faces a variety of opportunities and challenges, including rapid technological development (particularly with respect to computing, automation, artificial intelligence, mobile [removed: connectivity, communications] [added: connectivity] and digitization) in most of the Company’s served markets, the expansion and evolution of opportunities in high-growth markets, trends and costs associated with a global labor force, consolidation of the Company’s competitors and [removed: increasing regulation.][added: regulatory changes.]

The Company operates in a highly competitive business environment in most markets, and the Company’s long-term growth and profitability will depend in particular on its ability to expand its business in high-growth geographies and [removed: high-growth] [added: higher-growth] market segments, identify, consummate and integrate appropriate acquisitions and identify and consummate appropriate investments and strategic partnerships, develop innovative and differentiated new products and services with higher gross profit margins, expand and improve the effectiveness of the Company’s sales force, continue to reduce costs and improve operating efficiency and quality, and effectively address the demands of an increasingly regulated global environment.

The impact of currency translation decreased reported sales by [removed: 1.0% and acquisitions contributed] 0.5% [removed: to sales] in [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

Geographically, the Company’s sales in developed markets in [removed: 2023 decreased 12%] [added: 2024 increased 2%] compared to [removed: 2022] [added: 2023] driven primarily by [removed: decreased] [added: increased] sales in North [removed: America, and to a lesser extent in Western Europe.][added: America.]

For the same period, [added: sales in high-growth markets decreased year-over-year by 4% and] core sales in [removed: developed] [added: high-growth] markets [removed: declined] [added: decreased] at a [removed: low-double] [added: mid-single] digit rate, [removed: with the declines] [added: due] primarily [removed: attributable] to [removed: the same geographic regions.][added: low double-digit core revenue declines in China.]

High-growth markets represented approximately [removed: 30%] [added: 29%] of the Company’s total sales in [removed: 2023.][added: 2024.]

The Company’s net earnings from continuing operations for the year ended December 31, [removed: 2023] [added: 2024] totaled approximately [removed: $4.2] [added: $3.9] billion, compared to approximately [removed: $6.3] [added: $4.2] billion for the year ended December 31, [removed: 2022.][added: 2023.]

Net earnings attributable to common stockholders for the year ended December 31, [removed: 2023] [added: 2024] totaled approximately [removed: $4.7] [added: $3.9] billion or [removed: $6.38] [added: $5.29] per diluted common share compared to approximately [removed: $7.1] [added: $4.7] billion or [removed: $9.66] [added: $6.38] per diluted common share for the year ended December 31, [removed: 2022.][added: 2023.]

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 years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

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

- sales from acquired businesses (as defined [removed: below, as applicable);] [added: below);] and

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

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

Core sales [removed: (decline)] growth [added: (decline)] 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 believes that reporting [removed: these] [added: this] non-GAAP financial [removed: measures] [added: measure] provides useful information to investors by helping identify underlying growth trends in Danaher’s business and facilitating comparisons of Danaher’s revenue performance with its performance in prior and future periods and to Danaher’s peers.

Management also uses [removed: these] [added: this] non-GAAP financial [removed: measures] [added: measure] to measure the Company’s operating and financial performance and [removed: uses core sales (decline) growth] 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 [removed: these measures] [added: this measure] 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 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: (Decline)] Growth [added: (Decline)] and Core Sales [removed: (Decline) Growth][added: Decline]

| | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Total sales [removed: (decline)] growth [added: (decline)] (GAAP) | | | [removed: (10.5)] [added: —] | | % | | | | [removed: 7.5] [added: (10.5)] | | % |

| [removed: Acquisitions/divestitures] [added: Acquisitions] | | | [removed: (0.5)] [added: (2.0)] | | % | | | | [removed: (2.0)] [added: (0.5)] | | % |

| Currency exchange rates | | | 1.0 | | % | | | | [removed: 4.5] [added: 1.0] | | % |

| Core sales [removed: (decline) growth] [added: decline] (non-GAAP) | | | [removed: (10.0)] [added: (1.5)] | | % | | | | [removed: 10.0] [added: (10.0)] | | % |

[removed: 2023] [added: 2024] Sales Compared to [removed: 2022][added: 2023]

Total sales [removed: decreased 10.5%] [added: were flat] on a year-over-year basis in [removed: 2023 primarily] [added: 2024] as [removed: a result of] [added: sales from acquired businesses, which increased reported sales by 2.0%, were largely offset by] a [added: 1.5%] decrease in core sales resulting from the factors discussed below by segment.

The impact of changes in currency exchange rates decreased reported sales by [removed: 1.0%] [added: 0.5%] on a year-over-year basis in [removed: 2023] [added: 2024] primarily due to the impact of the strengthening of the U.S. dollar against most other major currencies in [removed: 2023.][added: 2024.]

Price increases contributed [removed: 3.0%] [added: 1.0%] to sales growth on a year-over-year basis and are reflected as a component of core sales decline above.

[removed: Total] [added: During 2024, total segment] sales increased [removed: 7.5% on a year-over-year basis in 2022] [added: 2.0%] primarily as a result of [removed: an increase in] [added: increased] core sales resulting from the factors discussed [removed: in the 2022 Annual Report on Form 10-K by segment as well as an increase in sales from acquired businesses.][added: below.]

[removed: The impact of changes in currency] [added: Currency] exchange rates [removed: decreased] [added: negatively impacted 2024] reported sales [removed: by 4.5%] on a year-over-year basis [removed: in 2022] primarily due to the [removed: impact of the] strengthening of the U.S. dollar against most [removed: other] major currencies [removed: in 2022.][added: during 2024.]

Price increases [added: in the segment] contributed [removed: 3.0%] [added: 2.5%] to sales growth on a year-over-year basis [added: during 2024 as compared with 2023] and are reflected as a component of core sales [removed: growth] above.

Operating profit margins [removed: were] [added: decreased 140 basis points from] 21.8% for the year ended December 31, 2023 [removed: as compared] to [removed: 28.3% in 2022.][added: 20.4% for the year ended December 31, 2024.]

[removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] operating profit margin comparisons were unfavorably impacted by:

- Lower [removed: 2023] [added: 2024] core sales, [removed: the impact of product mix, inventory charges and] reduced leverage in the [removed: Company’s] [added: segment’s] operational and administrative cost structure [added: and the impact of product mix, net of 2023 inventory write-offs] - [removed: 575] [added: 245] basis points

- Acquisition-related transaction costs deemed significant, settlement of pre-acquisition share-based payment awards and fair value adjustments to inventory in 2023, [added: net of acquisition-related fair value adjustment to inventory] in [added: 2024, in] each case related to the acquisition of Abcam [added: plc (“Abcam”)] - [removed: 40] [added: 30] basis points

- [added: 2024 impairment charges related to a trade name in each of the Life Sciences and Diagnostics segments, net of] 2023 impairment charges related to technology-based intangible assets in the Diagnostics segment and technology-based intangible assets and other assets in the Biotechnology [removed: segment - 35 basis points][added: segment.]

- The incremental dilutive effect in [removed: 2023] [added: 2024] of acquired [removed: businesses, net of product line dispositions which did not qualify as discontinued operations] [added: businesses] - [removed: 20] [added: 85] basis points

[removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] operating profit margin comparisons were favorably impacted by:

Consolidated revenues for the year ended December 31, 2024 were flat and core sales decreased 1.5% as compared to 2023.

Acquisitions contributed 2.0% to sales in 2024 compared to 2023, and were largely offset by core revenue declines led by the Biotechnology segment, and to a lesser extent the Life Sciences segment, partially offset by higher core sales in the Diagnostics segment.

For the same period, core sales in developed markets were essentially flat, primarily due to increased core sales in North America offset by decreased core sales in Western Europe.

Increased demand in the Diagnostics segment, offset by decreased demand in the Biotechnology and Life Sciences segments, contributed to the year-over-year flat core sales growth in developed markets.

The decline in core sales in high-growth markets was primarily driven by lower demand across all segments, due to weakness in capital spending and generally lower underlying activity levels.

2024 intangible asset impairments and increased operating expenses, net of increased other income, drove the year-over-year decline in net earnings from continuing operations and diluted net earnings per common share from continuing operations.

In addition to the above factors, net earnings from discontinued operations for 2024 compared with 2023 contributed to the lower net earnings attributable to common stockholders in 2024.

In response to current economic conditions, the Company expects to review and adjust its cost structure.

In the first quarter of 2025, the Company commenced an initiative to identify productivity improvement and cost savings opportunities that we anticipate would generate annual pre-tax savings of at least $150 million.

The Company expects these opportunities to be broad-based, including opportunities within China and the Diagnostics segment.

During 2024, the Company acquired 3 businesses for total consideration of $558 million in cash, net of cash acquired.

The businesses acquired complement existing units of the Company’s Life Sciences segment.

The Company preliminarily recorded an aggregate of $305 million of goodwill related to these acquisitions.

Refer to Note 10 to the accompanying Consolidated Financial Statements for additional information regarding the impairments - 75 basis points

- Full year 2024 loss on the termination of a commercial arrangement in the Diagnostics segment - 25 basis points

| | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

2024 Sales Compared to 2023

Total segment core sales decreased across most major geographic regions, including weak demand in China as customers were cautious with their investments.

The revenue decline in the first half of the year was primarily due to lower demand as customers reduced their inventory levels.

The bioprocessing business returned to core growth in the second half of 2024 primarily driven by improved consumables demand, primarily in North America and Europe.

| ($ in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

2024 Sales Compared to 2023

The decrease in core sales was led by China and Western Europe.

Core sales declined year-over-year in the mass spectrometry and flow cytometry and lab automation solutions businesses primarily as a result of weaker demand for equipment, partially offset by increased demand for consumables and service.

Core sales declined year-over-year in the microscopy business across most major end-markets.

Core sales in the filtration business increased year-over-year driven by increased core sales from aerospace customers, partially offset by decreased core sales from food and beverage customers.

Core sales declined year-over-year in the genomics consumables business across most product lines, led by lower core sales in the gene reading and plasmids product lines.

2024 vs. 2023 operating profit margin comparisons were unfavorably impacted by:

- 2024 impairment charge related to a trade name.

Refer to Note 10 to the accompanying Consolidated Financial Statements for additional information regarding the impairment - 305 basis points

2024 vs. 2023 operating profit margin comparisons were favorably impacted by:

| ($ in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Sales Growth (Decline) and Core Sales Growth (Decline)

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

| | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

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

2024 Sales Compared to 2023

Price increases in the segment did not have a significant impact on sales growth on a year-over-year basis during 2024 as compared with 2023.

Changes in currency exchange rates negatively impacted sales year-over-year.

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.

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.

The COVID-19 Pandemic

As overall conditions related to COVID-19 improved in 2023 compared to 2022, demand for the Company’s products that support COVID-19 related testing products, vaccines and therapeutics decreased in 2023 compared to 2022 as the COVID-19 pandemic evolved to an endemic status.

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

For additional information on the risks of COVID-19 to the Company’s operations, refer to the “Item 1A.

Risk Factors” section of this Annual Report.

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.

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.

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.

Sales from acquired businesses increased reported sales by 0.5%.

2022 Sales Compared to 2021

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

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

Operating profit margins were 28.3% for the year ended December 31, 2022 as compared to 25.7% in 2021.

- Third quarter 2021 impact of the modification and partial termination of a prior commercial arrangement and resolution of the associated litigation - 220 basis points

- 2021 acquisition-related fair value adjustments to inventory and deferred revenue related to the acquisition of Cytiva - 20 basis points.

- First quarter 2021 impairment charge related to a trade name in the Diagnostics segment - 5 basis points

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

| Acquisitions/divestitures | | | — | | % | | | | (0.5) | | % |

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.

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.

- 2022 impairment of accounts receivable and inventory in Russia - 15 basis points

Price increases in the segment contributed 4.0% to sales growth on a year-over-year basis during 2023 as compared with 2022 and are reflected as a component of the change in core revenue growth.

Total segment core sales increased year-over-year as a result of increased demand in the life science research, academic and applied end-markets, partially offset by the decline in COVID-19 related sales and weakness at

To further the strategic objectives set forth above, the Company also acquires businesses and makes investments that either complement its existing business portfolio or expand its portfolio into new [removed: and attractive markets.][added: markets the Company deems attractive.]

Given the rapid pace of technological development and the specialized expertise typical of Danaher’s served markets, [removed: acquisitions,] [added: acquisitions as well as] strategic alliances and investments [added: can] provide the Company access to important new technologies and domain [removed: expertise.][added: expertise, and Danaher continues to pursue acquisition and investment opportunities within its targeted markets.]

][added: v2.jpg](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231_g2.jpg)]

Sales in [removed: 2023] [added: 2024] 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: 2023] [added: 2024] sales were: North America, [removed: 42%] [added: 43%] (including [removed: 40%] [added: 42%] in the United States); Western Europe, 23%; other developed markets, 5%; and high-growth markets, [removed: 30%.][added: 29%.]

The Company defines high-growth markets as [removed: developing markets of the world experiencing accelerated 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 [removed: biotherapeutics that the] Company’s solutions support [added: a broad] range [removed: from] [added: of biotherapeutics including monoclonal antibodies, recombinant proteins,] replacement therapies such as [removed: insulin, vaccines, recombinant proteins] [added: insulin] and [removed: other biologic drugs, to] [added: vaccines, as well as] novel cell, gene, mRNA and other nucleic acid therapies.

Sales in [removed: 2023] [added: 2024] for this segment by geographic destination (as a percentage of total [removed: 2023] [added: 2024] sales) were: North America, [removed: 34%;] [added: 33%;] Western Europe, [removed: 33%;] [added: 34%;] other developed markets, 5%; and high-growth markets, 28%.

[removed: The] [added: Danaher established the] Biotechnology segment [removed: includes] [added: through] the [added: acquisition of] Pall [removed: life sciences business, acquired] in 2015, and [removed: Cytiva, acquired] [added: expanded the business through the acquisition of Cytiva] in 2020.

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 [removed: therapies,] [added: therapies and] nucleic acid-based [removed: therapies, and others requiring viral vectors and lipid nanoparticles in their][added: therapies.]

The bioprocessing business’ [removed: offering] [added: offerings] in data connectivity and automation, advanced process training, process development services and equipment services [removed: for maintaining continuous performance, all help] [added: are designed] to [removed: ensure customers’] [added: help customers develop more optimized, compliant] processes [removed: are optimized] and [removed: compliant.][added: ensure continuous performance.]

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

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

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

The Life Sciences segment offers a broad range of instruments, consumables, services and software that are primarily used by customers to study [removed: 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: 2023] [added: 2024] for this segment by geographic destination (as a percentage of total [removed: 2023] [added: 2024] sales) were: North America, [removed: 42%;] [added: 44%;] Western Europe, 21%; other developed markets, 7%; and high-growth markets, [removed: 30%.][added: 28%.]

*Flow Cytometry and Lab Automation Solutions*—The [added: flow cytometry and lab automation solutions] business offers workflow instruments and consumables that help researchers analyze genomic, protein and cellular information.

*Mass Spectrometry*—The mass spectrometry business is a leading global provider of high-end mass [removed: spectrometers] [added: spectrometers, bioanalytical measurement systems,] as well as related consumables, software and services.

*Protein Consumables*—The [added: protein consumables] 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.

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

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

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 [added: qualified] service and support network and the other factors described under [removed: “—Competition.” The businesses in Danaher’s Life Sciences segment market their products and services under key brands including ABCAM, ALDEVRON, BECKMAN COULTER, IDT, LEICA MICROSYSTEMS, MOLECULAR DEVICES, PALL, PHENOMENEX and SCIEX.][added: the heading “Competition” below.]

Sales in [removed: 2023] [added: 2024] for this segment by geographic destination (as a percentage of total [removed: 2023] [added: 2024] sales) were: North America, [removed: 47%;] [added: 50%;] Western Europe, 16%; other developed markets, [removed: 5%;] [added: 4%;] and high-growth markets, [removed: 32%.][added: 30%.]

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

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

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

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

Typical users of the segment’s core lab products include hospitals, [removed: physician’s] [added: physicians’] offices, reference laboratories and pharmaceutical clinical trial laboratories.

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

These products also include systems which commonly test for [removed: health care-associated] [added: healthcare-associated] infections, respiratory disease, sexual health and virology.

Typical users of these products include hospital central laboratories, intensive care units, hospital operating rooms, hospital emergency rooms, [removed: physician’s] [added: physicians’] office laboratories and blood banks.

Customers [removed: in] [added: served by] the [removed: diagnostics industry] [added: Diagnostics segment] 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 [removed: “—Competition.” The businesses in Danaher’s Diagnostics segment market their products and services under key brands including BECKMAN COULTER, CEPHEID, HEMOCUE, LEICA BIOSYSTEMS, MAMMOTOME and RADIOMETER.][added: the heading “Competition” below.]

The Company’s manufacturing operations employ a wide variety of raw materials, including metallic-based components, electronic components, chemistries, [removed: OEM] [added: original equipment manufacturers (“OEM”)] products, plastics and other petroleum-based products.

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

During [removed: 2023,] [added: 2024,] there were no material effects on the business related to the availability of raw materials.

Although the Company’s businesses generally operate in highly competitive markets, the Company’s competitive position cannot be determined accurately in the aggregate or by segment since none of its competitors offer all of the same product and service lines or serve all of the same markets as the [removed: Company,] [added: Company] or any of its [removed: segments, does.][added: segments.]

As of December 31, [removed: 2023,] [added: 2024,] the Company had approximately 63,000 employees (whom we refer to as “associates”), of whom approximately 24,000 were employed in the North America, 20,000 in Western Europe, 3,000 in other developed markets and 16,000 in high-growth markets.

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

◦Danaher’s Board of Directors reviews the Company’s human capital strategy [added: both] annually [removed: and at other times during the year] [added: as well as] in connection with significant initiatives and acquisitions, supported by the Compensation Committee’s oversight of our executive and equity compensation programs.

◦As part of our commitment to the Core Value “The Best Team Wins”, we focus on identifying, attracting and recruiting [removed: diverse talent] [added: talented individuals] to meet our current and future business needs.

[removed: Our] [added: ◦Our] engagement strategy focuses on developing the best workplace and best people leaders to meet our associates’ needs every day.

The businesses in Danaher’s Biotechnology segment market their products and services under several key brands including CYTIVA and PALL.

The businesses in Danaher’s Life Sciences segment market their products and services under key brands including ABCAM, ALDEVRON, BECKMAN COULTER, GENEDATA, IDT, LEICA MICROSYSTEMS, MOLECULAR DEVICES, PALL, PHENOMENEX and SCIEX.

The Diagnostics segment consists of the clinical diagnostics businesses (consisting of the core lab - clinical, acute care diagnostics and pathology diagnostics businesses) and the molecular diagnostics business:

The business offers instrumentation, services and related consumables in the areas of clinical chemistry, immunoassay, hematology, and microbiology.

The businesses in Danaher’s Diagnostics segment market their products and services under key brands including BECKMAN COULTER, CEPHEID, HEMOCUE, LEICA BIOSYSTEMS, MAMMOTOME and RADIOMETER.

No single supplier is material to the Company.

quality systems and post-market surveillance.

Other countries, including China, have also introduced similar measures with the stated goals of containing healthcare costs, improving quality and/or expanding access.

increasing number of other states to enact their own privacy laws.

Danaher believes there are many acquisition and investment opportunities available within its targeted markets.

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.

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

manufacture.

The mass spectrometers utilize various combinations of quadrupole, time-of-flight and ion trap technologies.

The business’ global services network provides implementation, validation, training and maintenance to support customer installations around the world.

The business also provides high-performance bioanalytical measurement systems, including capillary electrophoresis instruments, associated reagents, software and services.

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

The business’ core materials and technologies can be applied in many ways to solve complex fluid separation challenges and are sold across a wide array of applications.

Virtually all of the raw materials, process fluids and waste streams that are found in industry are candidates for multiple stages of filtration, separation and purification.

In addition, most of the machines used in complex production processes require filtration to protect sensitive parts from degradation due to contamination.

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

The Diagnostics segment consists of the following businesses:

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

The business offers the following products.

- Chemistry systems use electrochemical detection and chemical reactions with patient samples to detect and quantify substances of diagnostic interest in blood, urine and other body fluids.

Commonly performed tests include glucose, cholesterol, triglycerides, electrolytes, proteins and enzymes, as well as tests to detect urinary tract infections and kidney and bladder disease.

- Immunoassay systems also detect and quantify biochemicals of diagnostic interest (such as proteins and hormones) in body fluids, particularly in circumstances where more specialized diagnosis is required.

Commonly performed immunoassay tests assess thyroid function, screen and monitor for cancer and cardiac risk and provide important information in fertility and reproductive testing.

- Hematology products are used for cellular analysis.

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

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

These systems detect and quantify bacteria related to microbial infections in urine, blood, and other body fluids, and also detect infections such as urinary tract infections, pneumonia and wound infections.

The business’ technology enables direct testing of clinical isolates to ensure reliable detection of resistance to antibiotics.

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

◦General.

◦DE + I.

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

We believe a diverse workforce and culture of inclusion is essential to drive innovation, fuel growth and help ensure our technologies and products effectively serve a global customer base.

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

Our DE+I strategy includes a focus on creating DE+I accountability measures; and operationalizing 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 our operating companies as applicable to implement a DE+I Policy Deployment initiative in each of 2021, 2022 and 2023.

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

Our DE+I initiatives focus on broadening our candidate pools, sourcing diverse slates in the hiring process, developing people leaders’ competency in and accountability for 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, 2023, (1) 40% of our total associates were female and females represented 35%, 37% and 41% of our executives/senior leaders, managers and individual contributors, respectively; and (2) 42% of our total U.S. associates were People of Color and People of Color represented 25%, 34% and 44% of our U.S. executives/senior leaders, managers and individual contributors, respectively.

◦In support of our DE+I commitment, we conduct regular pay reviews from a race (in the United States) and gender (globally) perspective that serve to proactively identify and address potential pay differences.

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

For information regarding legal proceedings, refer to [removed: the section titled “Legal Proceedings” in MD&A.][added: “Item 7.]

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legal Proceedings” in this Report.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

][added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231_g1.jpg)]

As of February [removed: 2, 2024,] [added: 3, 2025,] the number of shares of Registrant’s common stock outstanding was [removed: 739,701,725.][added: 714,709,852.]

The aggregate market value of common stock held by non-affiliates of the Registrant on June 30, [removed: 2023] [added: 2024] was [removed: $158.1] [added: $161.1] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement specifically incorporated herein by reference, the [removed: 2024] [added: 2025] Proxy Statement is not deemed to be filed as part of this Form 10-K.

| [INFORMATION RELATING TO FORWARD-LOOKING [removed: STATEMENTS](#if5b5c212b87b4e2badf69a2a18b7c4ae_10)] [added: STATEMENTS](#i5bfb58b8c1a2447db8b21c095c181583_10)] | | | | | | | | | [removed: [1](#if5b5c212b87b4e2badf69a2a18b7c4ae_10)] [added: [1](#i5bfb58b8c1a2447db8b21c095c181583_10)] | | |

| | | | Item 1. | | | [removed: [Business](#if5b5c212b87b4e2badf69a2a18b7c4ae_16)] [added: [Business](#i5bfb58b8c1a2447db8b21c095c181583_16)] | | | [removed: [3](#if5b5c212b87b4e2badf69a2a18b7c4ae_16)] [added: [3](#i5bfb58b8c1a2447db8b21c095c181583_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#if5b5c212b87b4e2badf69a2a18b7c4ae_34)] [added: Factors](#i5bfb58b8c1a2447db8b21c095c181583_37)] | | | [removed: [15](#if5b5c212b87b4e2badf69a2a18b7c4ae_34)] [added: [14](#i5bfb58b8c1a2447db8b21c095c181583_37)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#if5b5c212b87b4e2badf69a2a18b7c4ae_37)] [added: Comments](#i5bfb58b8c1a2447db8b21c095c181583_58)] | | | [removed: [32](#if5b5c212b87b4e2badf69a2a18b7c4ae_37)] [added: [31](#i5bfb58b8c1a2447db8b21c095c181583_58)] | | |

| | | | Item 1C. | | | [removed: [Cybersecurity](#if5b5c212b87b4e2badf69a2a18b7c4ae_2256)] [added: [Cybersecurity](#i5bfb58b8c1a2447db8b21c095c181583_61)] | | | [removed: [32](#if5b5c212b87b4e2badf69a2a18b7c4ae_2256)] [added: [31](#i5bfb58b8c1a2447db8b21c095c181583_61)] | | |

| | | | Item 2. | | | [removed: [Properties](#if5b5c212b87b4e2badf69a2a18b7c4ae_40)] [added: [Properties](#i5bfb58b8c1a2447db8b21c095c181583_67)] | | | [removed: [33](#if5b5c212b87b4e2badf69a2a18b7c4ae_40)] [added: [32](#i5bfb58b8c1a2447db8b21c095c181583_67)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#if5b5c212b87b4e2badf69a2a18b7c4ae_43)] [added: Proceedings](#i5bfb58b8c1a2447db8b21c095c181583_70)] | | | [removed: [33](#if5b5c212b87b4e2badf69a2a18b7c4ae_43)] [added: [32](#i5bfb58b8c1a2447db8b21c095c181583_70)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#if5b5c212b87b4e2badf69a2a18b7c4ae_46)] [added: Disclosures](#i5bfb58b8c1a2447db8b21c095c181583_73)] | | | [removed: [33](#if5b5c212b87b4e2badf69a2a18b7c4ae_46)] [added: [32](#i5bfb58b8c1a2447db8b21c095c181583_73)] | | |

| | | | | | | [Information About Our Executive [removed: Officers](#if5b5c212b87b4e2badf69a2a18b7c4ae_49)] [added: Officers](#i5bfb58b8c1a2447db8b21c095c181583_76)] | | | [removed: [34](#if5b5c212b87b4e2badf69a2a18b7c4ae_49)] [added: [33](#i5bfb58b8c1a2447db8b21c095c181583_76)] | | |

| | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if5b5c212b87b4e2badf69a2a18b7c4ae_55)] [added: Securities](#i5bfb58b8c1a2447db8b21c095c181583_82)] | | | [removed: [35](#if5b5c212b87b4e2badf69a2a18b7c4ae_55)] [added: [34](#i5bfb58b8c1a2447db8b21c095c181583_82)] | | |

| | | | Item 6. | | | [Not [removed: Applicable](#if5b5c212b87b4e2badf69a2a18b7c4ae_55)] [added: Applicable](#i5bfb58b8c1a2447db8b21c095c181583_82)] | | | [removed: [35](#if5b5c212b87b4e2badf69a2a18b7c4ae_55)] [added: [34](#i5bfb58b8c1a2447db8b21c095c181583_82)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if5b5c212b87b4e2badf69a2a18b7c4ae_58)] [added: Operations](#i5bfb58b8c1a2447db8b21c095c181583_85)] | | | [removed: [36](#if5b5c212b87b4e2badf69a2a18b7c4ae_58)] [added: [35](#i5bfb58b8c1a2447db8b21c095c181583_85)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if5b5c212b87b4e2badf69a2a18b7c4ae_124)] [added: Risk](#i5bfb58b8c1a2447db8b21c095c181583_151)] | | | [removed: [54](#if5b5c212b87b4e2badf69a2a18b7c4ae_124)] [added: [51](#i5bfb58b8c1a2447db8b21c095c181583_151)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#if5b5c212b87b4e2badf69a2a18b7c4ae_127)] [added: Data](#i5bfb58b8c1a2447db8b21c095c181583_154)] | | | [removed: [55](#if5b5c212b87b4e2badf69a2a18b7c4ae_127)] [added: [52](#i5bfb58b8c1a2447db8b21c095c181583_154)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if5b5c212b87b4e2badf69a2a18b7c4ae_220)] [added: Disclosure](#i5bfb58b8c1a2447db8b21c095c181583_253)] | | | [removed: [105](#if5b5c212b87b4e2badf69a2a18b7c4ae_220)] [added: [98](#i5bfb58b8c1a2447db8b21c095c181583_253)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#if5b5c212b87b4e2badf69a2a18b7c4ae_223)] [added: Procedures](#i5bfb58b8c1a2447db8b21c095c181583_256)] | | | [removed: [105](#if5b5c212b87b4e2badf69a2a18b7c4ae_223)] [added: [98](#i5bfb58b8c1a2447db8b21c095c181583_256)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#if5b5c212b87b4e2badf69a2a18b7c4ae_226)] [added: Information](#i5bfb58b8c1a2447db8b21c095c181583_259)] | | | [removed: [105](#if5b5c212b87b4e2badf69a2a18b7c4ae_226)] [added: [98](#i5bfb58b8c1a2447db8b21c095c181583_259)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if5b5c212b87b4e2badf69a2a18b7c4ae_229)] [added: Inspections](#i5bfb58b8c1a2447db8b21c095c181583_265)] | | | [removed: [105](#if5b5c212b87b4e2badf69a2a18b7c4ae_229)] [added: [98](#i5bfb58b8c1a2447db8b21c095c181583_265)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#if5b5c212b87b4e2badf69a2a18b7c4ae_235)] [added: Governance](#i5bfb58b8c1a2447db8b21c095c181583_271)] | | | [removed: [106](#if5b5c212b87b4e2badf69a2a18b7c4ae_235)] [added: [99](#i5bfb58b8c1a2447db8b21c095c181583_271)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#if5b5c212b87b4e2badf69a2a18b7c4ae_238)] [added: Compensation](#i5bfb58b8c1a2447db8b21c095c181583_274)] | | | [removed: [106](#if5b5c212b87b4e2badf69a2a18b7c4ae_238)] [added: [99](#i5bfb58b8c1a2447db8b21c095c181583_274)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#if5b5c212b87b4e2badf69a2a18b7c4ae_241)] [added: Matters](#i5bfb58b8c1a2447db8b21c095c181583_277)] | | | [removed: [106](#if5b5c212b87b4e2badf69a2a18b7c4ae_241)] [added: [99](#i5bfb58b8c1a2447db8b21c095c181583_277)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if5b5c212b87b4e2badf69a2a18b7c4ae_244)] [added: Independence](#i5bfb58b8c1a2447db8b21c095c181583_280)] | | | [removed: [106](#if5b5c212b87b4e2badf69a2a18b7c4ae_244)] [added: [99](#i5bfb58b8c1a2447db8b21c095c181583_280)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#if5b5c212b87b4e2badf69a2a18b7c4ae_247)] [added: Services](#i5bfb58b8c1a2447db8b21c095c181583_283)] | | | [removed: [106](#if5b5c212b87b4e2badf69a2a18b7c4ae_247)] [added: [99](#i5bfb58b8c1a2447db8b21c095c181583_283)] | | |

| | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#if5b5c212b87b4e2badf69a2a18b7c4ae_253)] [added: Schedules](#i5bfb58b8c1a2447db8b21c095c181583_289)] | | | [removed: [107](#if5b5c212b87b4e2badf69a2a18b7c4ae_253)] [added: [100](#i5bfb58b8c1a2447db8b21c095c181583_289)] | | |

In this Annual [removed: Report,] [added: Report on Form 10-K (“Annual Report”),] the terms “Danaher” or the “Company” refer to Danaher Corporation, Danaher Corporation and its consolidated subsidiaries or the consolidated subsidiaries of Danaher Corporation, as the context requires.

All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, [added: asset values,] 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, [added: customer demand,] 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, [removed: dividends and] [added: dividends,] executive compensation and potential executive stock sales or purchases; growth, declines and other trends in markets we sell into; [added: future] new or modified laws, [removed: regulations and] [added: regulations,] accounting pronouncements; [removed: future] [added: or public policy changes;] regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future [removed: foreign] currency exchange rates and fluctuations in those rates; the potential or anticipated direct or indirect impact of 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.

Terminology such as “believe,” “anticipate,” [added: “assume,” “continue,”] “should,” “could,” “intend,” “will,” “plan,” [added: “aim,”] “expect,” “estimate,” “project,” “target,” [added: “can,”] “may,” “possible,” “potential,” [added: “upcoming,”] “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

[removed: Below is a summary of material] [added: These] risks [removed: and uncertainties we face, which] are discussed more fully in “Item 1A.

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

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

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

- Any inability to consummate acquisitions at our historical rate and appropriate prices, [removed: and] [added: realize the economic benefits of consummated acquisitions or,] to make appropriate investments that support our long-term strategy, could negatively impact our business.

- [removed: Defects] [added: Defects, manufacturing problems] and unanticipated use or inadequate disclosure with respect to our products or services, or allegations thereof, can adversely affect our business and financial statements.

- Our financial results are subject to fluctuations in the cost and availability of the supplies we use in, and the labor we need for, our [removed: operations.][added: operations, as well as adverse changes with respect to key distributors and channel partners.]

| | | | | | | | | |

| [PART I](#i5bfb58b8c1a2447db8b21c095c181583_13) | | | | | | | | | | | |

| [PART II](#i5bfb58b8c1a2447db8b21c095c181583_79) | | | | | | | | | | | |

| [PART III](#i5bfb58b8c1a2447db8b21c095c181583_268) | | | | | | | | | | | |

| [PART IV](#i5bfb58b8c1a2447db8b21c095c181583_286) | | | | | | | | | | | |

| | | | Item 16. | | | [Form 10-K Summary](#i5bfb58b8c1a2447db8b21c095c181583_292) | | | [100](#i5bfb58b8c1a2447db8b21c095c181583_289) | | |

Below is a summary of material risks and uncertainties we face, some of which we have experienced and any of which may occur in the future.

For example, elections in the U.S. and other countries may result in significant political shifts and/or disruptions, including changes in the regulatory environment, and recent Supreme Court decisions in the U.S. may also result in regulatory uncertainty.

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

| 1.700% Senior Notes due 2024 | | | DHR 24 | | | New York Stock Exchange | | |

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

| [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.

Danaher’s cybersecurity strategy and risk management program focuses on [removed: maintaining] [added: seeking to maintain] a secure environment for our data that complies with applicable legal requirements and effectively supports our business objectives and customer needs.

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

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

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 [removed: 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.][added: size.]

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

As of December 31, [removed: 2023,] [added: 2024,] the Company had facilities in over 50 countries, including approximately [removed: 184] [added: 191] significant administrative, sales, research and development, manufacturing and distribution facilities.

[removed: 70] [added: 79] of these facilities are located in the United States in over 20 states and [removed: 114] [added: 112] are located outside the United States, primarily in Europe, and to a lesser extent in Asia, Australia, Canada and South America.

Set forth below are the names, ages, positions and experience of Danaher’s executive officers as of February [removed: 4, 2024.][added: 3, 2025.]

| Steven M. Rales | | | | | | [removed: 72] [added: 73] | | | | | | Chairman of the Board | | | | | | 1984 | | |

| Mitchell P. Rales | | | | | | [removed: 67] [added: 68] | | | | | | Chairman of the Executive Committee | | | | | | 1984 | | |

| Rainer M. Blair | | | | | | [removed: 59] [added: 60] | | | | | | President and Chief Executive Officer | | | | | | 2014 | | |

| Christopher P. Riley | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President | | | | | | 2024 | | |

| Georgeann F. Couchara | | | | | | [removed: 47] [added: 48] | | | | | | Senior Vice President [removed: -] [added: –] Human Resources | | | | | | 2022 | | |

| Brian W. Ellis | | | | | | [removed: 57] [added: 58] | | | | | | Senior Vice President – General Counsel | | | | | | 2016 | | |

| Jose-Carlos Gutierrez-Ramos | | | | | | [removed: 61] [added: 62] | | | | | | Senior Vice President – Chief Science Officer | | | | | | 2020 | | |

| [removed: William H. King] [added: R. Bradley Gray] | | | | | | [removed: 56] [added: 48] | | | | | | Senior Vice President – Strategic Development | | | | | | [removed: 2005] [added: 2024] | | |

| Daniel A. Raskas | | | | | | [removed: 57] [added: 58] | | | | | | Senior Vice President – Corporate Development | | | | | | 2004 | | |

[removed: King] [added: Bradley Gray] has served as Senior Vice President – Strategic Development since [removed: 2014.][added: joining Danaher in September 2024.]

| Julie Sawyer Montgomery | | | | | | 52 | | | | | | Executive Vice President | | | | | | 2024 | | |

Julie Sawyer Montgomery has served as Executive Vice President since July 2024 after serving as Vice President – Group Executive of Danaher’s Diagnostics subsidiary from January 2023 to June 2024 and President of Danaher’s Beckman Coulter Diagnostics subsidiary from January 2020 to December 2022.

R.

Prior to joining Danaher, Mr. Gray served as President and CEO, and as a member of the board of directors, of NanoString Technologies, Inc., a biotechnology company, from 2010 to May 2024.

NanoString filed for bankruptcy in February 2024.

| Joakim Weidemanis | | | | | | 54 | | | | | | Executive Vice President | | | | | | 2017 | | |

Joakim Weidemanis has served as Executive Vice President since December 2017.

William H.

As of February [removed: 2, 2024,] [added: 3, 2025,] there were [removed: 2,191] [added: 2,076] holders of record of Danaher’s common stock.

Refer to Note [removed: 19] [added: 18] to the Consolidated Financial Statements included in this Annual Report for [removed: a] [added: additional] discussion of the Company’s common stock repurchase program.

Neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during [removed: 2023, 2022 or 2021, other than 3,906 shares in July 2022 as described in Note 19.][added: 2023.]

On July 16, 2013, the Company’s Board of Directors approved a repurchase program (the “Completed Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions.

As of December 31, 2024, no shares remained available for repurchase pursuant to the Completed Repurchase Program.

On July 22, 2024, the Company’s Board of Directors approved a new repurchase program (the “New Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions.

There is no expiration date for the New Repurchase Program, and the timing and amount of any shares repurchased under the program will be determined by members of the Company’s management based on its evaluation of market conditions and other factors.

The New Repurchase Program may be suspended or discontinued at any time.

Any repurchased shares will be available for use in connection with the Company’s equity compensation plans (or any successor plans) and for other corporate purposes.

The following table presents a summary of share repurchases made during the quarter ended December 31, 2024 (all share repurchases were made under the New Repurchase Program):

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

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

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share(a) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | | |

| September 28, 2024 - October 25, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 20,000,000 | | |

| October 26, 2024 - November 22, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000,000 | | |

| November 23, 2024 - December 31, 2024 | | | | | | 3,485,086 | | | | | | 231.99 | | | | | | 3,485,086 | | | | | | 16,514,914 | | |

| Total | | | | | | 3,485,086 | | | | | | $ | 231.99 | | | | | 3,485,086 | | | | | | 16,514,914 | | |

(a) Amounts exclude excise taxes and other transaction costs.

The Company expects to fund any future stock repurchases using the Company’s available cash balances or proceeds from the issuance of debt.

The Company repurchased shares of Company common stock during 2024 and 2022 as described in Note 18.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, management concluded that, as of December 31, [removed: 2023,] [added: 2024,] the Company’s internal control over financial reporting is effective.

This report dated February [removed: 21, 2024] [added: 20, 2025] appears on page [removed: [56](#idced6fbdfc9244a99f5fe18493aff0b3_4166)] [added: [53](#ia9cd5c7d8e98410eb7ae8979fe70dc79_4835)] of this Form 10-K.

We have audited Danaher Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 21, 2024] [added: 20, 2025] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 21, 2024] [added: 20, 2025] 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) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, [removed: subjective,] [added: subjective] or complex judgments.

| *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: 2023,] [added: 2024,] the Company’s gross unrecognized tax benefits related to uncertain tax positions were approximately $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 | | |

| Cash and equivalents | | | $ | [removed: 5,864] [added: 2,078] | | | | | $ | [removed: 5,995] [added: 5,864] | |

| Trade accounts receivable, less allowance for doubtful accounts of [removed: $120] [added: $113] as of December 31, [removed: 2023] [added: 2024] and [removed: $92] [added: $120] as of December 31, [removed: 2022] [added: 2023] | | | [removed: 3,922] [added: 3,537] | | | | | | [removed: 4,102] [added: 3,922] | | |

| Inventories | | | [removed: 2,594] [added: 2,330] | | | | | | [removed: 2,765] [added: 2,594] | | |

| Prepaid expenses and other current assets | | | [removed: 1,557] [added: 1,552] | | | | | | [removed: 1,741] [added: 1,557] | | |

| Total current assets | | | [removed: 13,937] [added: 9,497] | | | | | | [removed: 15,883] [added: 13,937] | | |

| Property, plant and equipment, net | | | [removed: 4,553] [added: 4,990] | | | | | | [removed: 3,709] [added: 4,553] | | |

| Other long-term assets | | | [removed: 3,644] [added: 3,990] | | | | | | [removed: 4,160] [added: 3,644] | | |

| Goodwill | | | [removed: 41,608] [added: 40,497] | | | | | | [removed: 37,276] [added: 41,608] | | |

| Other intangible assets, net | | | [removed: 20,746] [added: 18,568] | | | | | | [removed: 19,821] [added: 20,746] | | |

| Total assets | | | $ | [removed: 84,488] [added: 77,542] | | | | | $ | [removed: 84,350] [added: 84,488] | |

| Notes payable and current portion of long-term debt | | | $ | [removed: 1,695] [added: 505] | | | | | $ | [removed: 591] [added: 1,695] | |

| Trade accounts payable | | | [removed: 1,766] [added: 1,753] | | | | | | [removed: 1,856] [added: 1,766] | | |

| Accrued expenses and other liabilities | | | [removed: 4,813] [added: 4,540] | | | | | | [removed: 4,815] [added: 4,813] | | |

| Total current liabilities | | | [removed: 8,274] [added: 6,798] | | | | | | [removed: 8,389] [added: 8,274] | | |

| Other long-term liabilities | | | [removed: 6,017] [added: 5,694] | | | | | | [removed: 6,498] [added: 6,017] | | |

| Long-term debt | | | [removed: 16,707] [added: 15,500] | | | | | | [removed: 19,086] [added: 16,707] | | |

| Common stock - $0.01 par value, 2.0 billion shares authorized; [removed: 880.5] [added: 884.3] million issued and [removed: 739.2] [added: 719.1] million outstanding as of December 31, [removed: 2023; 869.3] [added: 2024; 880.5] million issued and [removed: 728.3] [added: 739.2] million outstanding as of December 31, [removed: 2022] [added: 2023] | | | 9 | | | | | | 9 | | |

| Additional paid-in capital | | | [removed: 14,151] [added: 16,727] | | | | | | [removed: 12,072] [added: 16,170] | | |

| Retained earnings | | | [removed: 41,074] [added: 44,188] | | | | | | [removed: 39,205] [added: 41,074] | | |

| Accumulated other comprehensive income (loss) | | | [removed: (1,748)] [added: (3,218)] | | | | | | [removed: (2,872)] [added: (1,748)] | | |

| Total Danaher stockholders’ equity | | | [removed: 53,486] [added: 49,543] | | | | | | [removed: 50,082] [added: 53,486] | | |

| Noncontrolling interests | | | [removed: 4] [added: 7] | | | | | | [removed: 8] [added: 4] | | |

| Total stockholders’ equity | | | [removed: 53,490] [added: 49,550] | | | | | | [removed: 50,090] [added: 53,490] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 84,488] [added: 77,542] | | | | | $ | [removed: 84,350] [added: 84,488] | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | |

| Sales | | | $ | [removed: 23,890] [added: 23,875] | | | | | $ | [removed: 26,643] [added: 23,890] | | | | | $ | [removed: 24,802] [added: 26,643] | | | | |

| Cost of sales | | | [removed: (9,856)] [added: (9,669)] | | | | | | [removed: (10,455)] [added: (9,856)] | | | | | | [removed: (9,563)] [added: (10,455)] | | | | | |

| Gross profit | | | [removed: 14,034] [added: 14,206] | | | | | | [removed: 16,188] [added: 14,034] | | | | | | [removed: 15,239] [added: 16,188] | | | | | |

February 20, 2025

February 20, 2025

| Treasury stock | | | (8,163) | | | | | | (2,019) | | |

| Balance, beginning of period | | | $ | 16,170 | | | | | $ | 14,005 | | | | | $ | 11,924 | |

| Common stock-based award activity | | | 554 | | | | | | 507 | | | | | | 495 | | |

| Balance, end of period | | | $ | 16,727 | | | | | $ | 16,170 | | | | | $ | 14,005 | |

| Treasury stock: | | | | | | | | | | | | | | | | | |

| Balance, beginning of period | | | $ | (2,019) | | | | | $ | (1,933) | | | | | $ | (1,834) | |

| Repurchase of common stock, including excise tax | | | (6,039) | | | | | | — | | | | | | — | | |

| Balance, end of period | | | $ | (8,163) | | | | | $ | (2,019) | | | | | $ | (1,933) | |

| Net earnings | | | $ | 3,899 | | | | | $ | 4,764 | | | | | $ | 7,209 | |

| Investment losses | | | 57 | | | | | | 182 | | | | | | 271 | | |

| Impairment charges | | | 265 | | | | | | 77 | | | | | | — | | |

| Payments for repurchase of common stock | | | (5,979) | | | | | | — | | | | | | — | | |

If any previously-written off amounts are subsequently recovered, the amounts will increase the allowances.

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | |

The Company recognizes revenue when the obligations under the terms of a contract are satisfied; generally, this occurs when the customer obtains control of the underlying product or service.

Contract Termination—The Company has certain contractual relationships with distributors who sell the Company’s products.

During the year ended December 31, 2024 the Company terminated three contracts with distributors and incurred $56 million of costs related to the termination of the arrangements, which are recorded within selling, general and administrative expenses in the accompanying Consolidated Statements of Earnings.

Refer to Note 6 for additional segment disclosures.

This accounting standard will increase disclosures in the Company’s annual reporting but will have no impact on reported income tax expense or related tax assets or liabilities.

In November 2024, the FASB issued ASU 2024-03, *Disaggregation of Income Statement Expenses*.

The ASU requires disclosure of disaggregated information about certain income statement expenses, including specific expense categories.

This accounting standard will increase disclosures in the Company’s annual and interim reporting but will have no impact on reported income statement expense captions.

The noncash consideration of $150 million and $125 million related to a 2024 and a 2023 acquisition, respectively, and were the result of the Company’s preexisting investments in acquired businesses.

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

| | | | 2024 | | | | | | 2023 | | |

| Sales | | | $ | 23,933 | | | | | $ | 24,427 | |

The 2024 unaudited pro forma net earnings from continuing operations set forth above were adjusted to exclude the pretax impact of a $25 million nonrecurring acquisition date fair value adjustment to inventory.

| North America(a) | | | $ | 2,237 | | | | | $ | 3,199 | | | | | $ | 4,859 | | | | | | | | | | | $ | 10,295 | |

| Western Europe | | | 2,296 | | | | | | 1,574 | | | | | | 1,587 | | | | | | | | | | | | 5,457 | | |

| Other developed markets(b) | | | 335 | | | | | | 510 | | | | | | 408 | | | | | | | | | | | | 1,253 | | |

| High-growth markets(c) | | | 1,891 | | | | | | 2,046 | | | | | | 2,933 | | | | | | | | | | | | 6,870 | | |

| Total | | | $ | 6,759 | | | | | $ | 7,329 | | | | | $ | 9,787 | | | | | | | | | | | $ | 23,875 | |

| Recurring | | | $ | 5,758 | | | | | $ | 4,889 | | | | | $ | 8,719 | | | | | | | | | | | $ | 19,366 | |

| Nonrecurring | | | 1,001 | | | | | | 2,440 | | | | | | 1,068 | | | | | | | | | | | | 4,509 | | |

| Total | | | $ | 6,759 | | | | | $ | 7,329 | | | | | $ | 9,787 | | | | | | | | | | | $ | 23,875 | |

(b) The Company defines other developed markets as all the markets of the world that are not North America, Western Europe or high-growth markets.

The Company’s President and Chief Executive Officer is the chief operating decision maker (“CODM”).

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

| | | | | | |

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

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

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

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

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

| Preferred stock, no par value, 15.0 million shares authorized; no shares issued and outstanding as of December 31, 2023; 1.72 million shares of 5.00% Mandatory Convertible Preferred Stock, Series B, issued and outstanding as of December 31, 2022 | | | — | | | | | | 1,668 | | |

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

| Loss on early extinguishment of borrowings | | | — | | | | | | — | | | | | | (96) | | | | | |

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

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

| Common stock issued in connection with acquisitions | | | — | | | | | | — | | | | | | 23 | | |

| Common stock issued in connection with LYONs’ conversions | | | — | | | | | | — | | | | | | 34 | | |

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

| Pretax loss on early extinguishment of borrowings | | | — | | | | | | — | | | | | | 96 | | |

| Pretax gain on sale of product lines and investment (gains) losses | | | 182 | | | | | | 271 | | | | | | (406) | | |

| Repayments of borrowings (maturities longer than 90 days) | | | (620) | | | | | | (965) | | | | | | (1,186) | | |

| Make-whole premiums to redeem borrowings prior to maturity | | | — | | | | | | — | | | | | | (96) | | |

Additionally, the Company is a

The Company’s principal terms of sale are Free On Board (“FOB”) Shipping Point, or equivalent, and, as such, the Company primarily transfers control and records revenue for product sales upon shipment.

Sales arrangements with delivery terms that are not FOB Shipping Point are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations.

If a performance obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically installation or acceptance by the customer), revenue recognition for that performance obligation is deferred until such commitments have been fulfilled.

number of consumables or tests throughout the contract term.

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

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

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

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

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

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

allocation of certain of the incremental production capacity associated with such expansion and/or rights in intellectual property produced with its financial assistance.

The Company is assessing the impact of this ASU on the Company's disclosures.

The Company is assessing the impact of the ASU on the Company’s disclosures.

advancing drug discovery, life sciences research and diagnostics.

The aggregate annual sales of the 7 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 $58 million.

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: 2023] [added: 2024] 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.

*Productivity Improvement and Cost Savings Initiative*

In the first quarter of 2025, the Company commenced an initiative to identify productivity improvement and cost savings opportunities that we anticipate would generate annual pre-tax savings of at least $150 million.

The Company expects these opportunities to be broad-based, including opportunities within China and the Diagnostics segment.

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of 2024.

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

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

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

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

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

In the normal course of business, as permitted and authorized by the OFAC General License (but subject to the Company’s suspension of sales prohibited by sanctions and suspension of certain other product shipments to Russia as a result of the conflict with 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.

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

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 [removed: Directors of Danaher,] [added: Directors,] Corporate Governance and Other Information in the Proxy Statement for the Company’s [removed: 2024] [added: 2025] annual meeting of shareholders and from the information under the caption “Information About Our Executive Officers” in Part I hereof.

The information required by this Item is incorporated by reference from the sections entitled Director Compensation, Compensation Discussion and Analysis, Compensation Committee Report, Compensation Tables and Information (other than the Pay Versus Performance disclosure) and Summary of Employment Agreements and Plans in the Proxy Statement for the Company’s [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] annual meeting of shareholders.

An index of Exhibits and Schedules is on page [removed: [108](#i872e20878fa44186a3b63b86235ded9e_523)] [added: [101](#i5bc3333433014e15a4e94f9b2709d025_522)] of this report.

| Valuation and Qualifying Accounts | | | [removed: [114](#if5b5c212b87b4e2badf69a2a18b7c4ae_265)] [added: [107](#i5bfb58b8c1a2447db8b21c095c181583_301)] | | |

| 4.1 | | | | | | [Senior Indenture dated as of December 11, 2007 by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as trustee (“Senior [removed: Indenture”)](http://www.sec.gov/Archives/edgar/data/313616/000119312507263133/dex12.htm)] [added: Indenture”)](https://www.sec.gov/Archives/edgar/data/313616/000119312507263133/dex12.htm)] | | | | | | Incorporated by reference from Exhibit 1.2 to Danaher Corporation’s Current Report on Form 8-K filed on December 11, 2007 | | |

| 4.2 | | | | | | [First Supplemental Indenture to Senior Indenture, dated as of September 15, 2015, by and between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A. as [removed: trustee](http://www.sec.gov/Archives/edgar/data/313616/000119312515320587/d94120dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/313616/000119312515320587/d94120dex41.htm)] | | | | | | Incorporated by reference from Exhibit 4.1 to Danaher Corporation’s Current Report on Form 8-K filed September 15, 2015 | | |

| 4.3 | | | | | | [Indenture dated as of July 8, 2015, by and between Danaher Corporation, as guarantor, DH Europe Finance S.a.r.l., as issuer, and The Bank of New York Mellon Trust Company, N.A. as trustee (“Danaher International [removed: Indenture”)](http://www.sec.gov/Archives/edgar/data/313616/000119312515248075/d10460dex41.htm)] [added: Indenture”)](https://www.sec.gov/Archives/edgar/data/313616/000119312515248075/d10460dex41.htm)] | | | | | | Incorporated by reference from Exhibit 4.1 to Danaher Corporation’s Current Report on Form 8-K filed on July 8, 2015 | | |

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

| 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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/313616/000031361619000124/dhr-2019xposasrxexx42.htm)] [added: trustee](https://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 | | |

| 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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/313616/000119312520090923/d909584dex43.htm)] [added: trustee](https://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 | | |

| 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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/313616/000162828020014349/exhibit44-8xk1062020.htm)] [added: trustee](https://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 | | |

| 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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/313616/000031361619000124/dhr-2019xposasrxexx45.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/313616/000031361619000124/dhr-2019xposasrxexx45.htm)] | | | | | | Incorporated by reference from Exhibit 4.5 to Danaher Corporation’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed July 10, 2019 | | |

| 4.10 | | | | | | [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 [removed: Indenture”)](http://www.sec.gov/Archives/edgar/data/313616/000119312519247354/d770177dex41.htm)] [added: Indenture”)](https://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 | | |

| 4.11 | | | | | | [First Supplemental Indenture to Danaher International II Indenture, dated as of September 18, 2019, among DH Europe Finance II S.à r.l., as issuer, Danaher Corporation, as guarantor and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee](http://www.sec.gov/Archives/edgar/data/313616/000119312519247354/d770177dex42.htm)] [added: trustee](https://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 | | |

| 4.12 | | | | | | [Description of Securities Registered Under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit412-descriptionof.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit412descriptionofs.htm)] | | | | | | | | |

| 10.2 | | | | | | [Danaher Corporation Non-Employee Directors’ Deferred Compensation Plan, as amended, a sub-plan under the 2007 Omnibus Incentive [removed: Plan*](http://www.sec.gov/Archives/edgar/data/313616/000119312509037468/dex102.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/313616/000119312509037468/dex102.htm)] | | | | | | Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 | | |

| 10.3 | | | | | | [Amended Form of Election to Defer under the Danaher Corporation Non-Employee Directors’ Deferred Compensation [removed: Plan*](http://www.sec.gov/Archives/edgar/data/313616/000119312509037468/dex103.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/313616/000119312509037468/dex103.htm)] | | | | | | Incorporated by reference from Exhibit 10.3 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 | | |

| 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/313616/000031361624000052/exhibit104-nqbod.htm)] [added: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit104stockoptionagr.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/313616/000031361624000052/exhibit105-rsubod.htm)] [added: Directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit105rsuagreementfo.htm)] | | | | | | | | |

| 10.6 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan Stock Option [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit106-nqagreement.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit106stockoptionagr.htm)] | | | | | | | | |

| 10.7 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan RSU [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit107-rsuagreement.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit107rsuagreement.htm)] | | | | | | | | |

| 10.8 | | | | | | [Form of Danaher Corporation 2007 Omnibus Incentive Plan PSU [removed: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit108-psuagreement.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit108psuagreement.htm)] | | | | | | | | |

| 10.15 | | | | | | [Danaher Corporation Senior Leader Severance Pay [removed: Plan*](http://www.sec.gov/Archives/edgar/data/313616/000031361613000048/dhr-2013329xexx101.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/313616/000031361613000048/dhr-2013329xexx101.htm)] | | | | | | Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2013 | | |

| 10.16 | | | | | | [Amended and Restated Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Rainer M. Blair, dated May 6, [removed: 2020*](http://www.sec.gov/Archives/edgar/data/313616/000031361620000089/dhr-202056x8kexx102.htm)] [added: 2020*](https://www.sec.gov/Archives/edgar/data/313616/000031361620000089/dhr-202056x8kexx102.htm)] | | | | | | Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Current Report on Form 8-K filed May 6, 2020 | | |

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

| [removed: 10.18] [added: 10.19] | | | | | | [Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Matthew McGrew dated November 7, [removed: 2018*](http://www.sec.gov/Archives/edgar/data/313616/000031361618000146/dhr-20181107x8xkex102.htm)] [added: 2018*](https://www.sec.gov/Archives/edgar/data/313616/000031361618000146/dhr-20181107x8xkex102.htm)] | | | | | | Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Current Report on Form 8-K filed on November 8, 2018 | | |

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

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

| [removed: 10.21] [added: 10.22] | | | | | | [Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Georgeann Couchara dated January 29, 2024*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/exhibit1021-competeition.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, 2023] | | |

| [removed: 10.22] [added: 10.24] | | | | | | [Description of compensation arrangements for non-management [removed: directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/dhr-20231231xexx1022.htm)] [added: directors*](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx1024.htm)] | | | | | | | | |

| [removed: 10.23] [added: 10.25] | | | | | | [Management Agreement dated September 29, 2023 by and between FJ900, Inc. and Joust Capital 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 10.15 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023 | | |

| [removed: 10.24] [added: 10.26] | | | | | | [Interchange Agreement dated September 29, 2023 by and between Danaher Corporation and Joust Capital 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 10.16 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023 | | |

| [removed: 10.25] [added: 10.27] | | | | | | [Aircraft Time Sharing Agreement by and between Danaher Corporation and Rainer M. Blair, dated as [removed: 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] [added: of November] 17, [removed: 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)] [added: 2023*](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) | | | | | | [added: Incorporated by reference from Exhibit 10.25 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023] | | |

| [removed: 10.26] [added: 10.28] | | | | | | [Form of Director and Officer Indemnification [removed: Agreement](http://www.sec.gov/Archives/edgar/data/313616/000119312509037468/dex1035.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/313616/000119312509037468/dex1035.htm)] | | | | | | Incorporated by reference from Exhibit 10.35 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 | | |

| [removed: 10.27] [added: 10.29] | | | | | | [Third Amended and Restated Credit Agreement, dated as of August 11, 2023, among Danaher Corporation, certain of its subsidiaries party thereto, Bank of America, N.A., as Administrative Agent, and the lenders referred to therein](https://www.sec.gov/Archives/edgar/data/313616/000031361623000244/bankofamericathirdamende.htm) | | | | | | Incorporated by reference to Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on August 15, 2023 | | |

| [removed: 10.28] [added: 10.18] | | | | | | [removed: [Employee Matters Agreement, dated as of September 29, 2023,] [added: [Transition Agreement] by and between Danaher Corporation and [removed: Veralto Corporation](https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/exhibit101-employeematters.htm)] [added: Joakim Weidemanis, dated as of June 16, 2024*](https://www.sec.gov/Archives/edgar/data/313616/000031361624000174/dhr-20240616xexx101.htm)] | | | | | | Incorporated by [removed: reference to] [added: referenced from] Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on [removed: October 2, 2023] [added: June 20, 2024] | | |

| 21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/dhr-20231231xexx211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx211.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/313616/000031361624000052/dhr-20231231xexx221.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx221.htm)] | | | | | | | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/313616/000031361624000052/ex231-eyconsent.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit231consentofpubli.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/313616/000031361624000052/dhr-20231231xexx311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx311.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/313616/000031361624000052/dhr-20231231xexx312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx312.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/313616/000031361624000052/dhr-20231231xexx321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx321.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/313616/000031361624000052/dhr-20231231xexx322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/dhr-20241231xexx322.htm)] | | | | | | | | |

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

| 19.1 | | | | | | [Danaher Corporation Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/313616/000031361625000043/exhibit191insidertrading.htm) | | | | | | | | |

| /s/ CHARLES W. LAMANNA | | | | | | February 20, 2025 | | | | | |

| Charles W. Lamanna | | | | | | | | | | | |

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

| 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 | | |

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

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

| /s/ WALTER G. LOHR, JR. | | | | | | February 21, 2024 | | | | | |

| Walter G. Lohr, Jr. | | | | | | | | | | | |

| /s/ PARDIS C. SABETI, M.D., D.Phil | | | | | | February 21, 2024 | | | | | |

| Pardis C. Sabeti, M.D., D.Phil | | | | | | | | | | | |