DHR 10-K Annual Report Dec. 31, 2017 | Alphaminr
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DHR 10-K Fiscal year ended Dec. 31, 2017

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DANAHER CORP /DE/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Business and Summary Of Significant Accounting PoliciesNote 2. AcquisitionsNote 3. Discontinued OperationsNote 4. InventoriesNote 5. Property, Plant and EquipmentNote 6. Goodwill and Other Intangible AssetsNote 7. Fair Value MeasurementsNote 8. Accrued Expenses and Other LiabilitiesNote 9. FinancingNote 10. Pension Benefit PlansNote 11. Other Postretirement Employee Benefit PlansNote 12. Income TaxesNote 13. Nonoperating Income (expense)Note 14. Productivity Improvement and Restructuring InitiativesNote 15. Leases and CommitmentsNote 16. Litigation and ContingenciesNote 17. Stock Transactions and Stock-based CompensationNote 18. Net Earnings Per Share From Continuing OperationsNote 19. Segment InformationNote 20. Quarterly Data-unauditedItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Separation and Distribution Agreement, dated as of July 1, 2016, by and between Danaher Corporation and Fortive Corporation + Incorporated by reference to Exhibit 2.1 to Amendment No. 1 to Fortive Corporations Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-8089) 3.1 Restated Certificate of Incorporation of Danaher Corporation Incorporated by reference from Exhibit 3.1 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended June 29, 2012 (Commission File Number: 1-8089) 3.2 Amended and Restated By-laws of Danaher Corporation Incorporated by reference from Exhibit 3.2 to Danaher Corporations Current Report on Form 8-K filed December 6, 2016 (Commission File Number: 1-8089) 4.1 Senior Indenture dated as of December 11, 2007 by and between Danaher Corporation and The Bank of New York Trust Company, N.A. as trustee (Senior Indenture) Incorporated by reference from Exhibit 1.2 to Danaher Corporations Current Report on Form 8-K filed on December 11, 2007 (Commission File Number: 1-8089) 4.2 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 trustee relating to the 1.650% Senior Notes due 2018, 2.400% Senior Notes due 2020, 3.350% Senior Notes due 2025 and 4.375% Senior Notes due 2045 Incorporated by reference from Exhibit 4.1 to Danaher Corporations Current Report on Form 8-K filed September 15, 2015 (Commission File Number: 1-8089) 4.3 Indenture dated as of July 8, 2015, by and between Danaher Corporation, as guarantor, DH Europe Finance S.A., as issuer, and The Bank of New York Mellon Trust Company, N.A. as trustee (Danaher International Indenture) Incorporated by reference from Exhibit 4.1 to Danaher Corporations Current Report on Form 8-K filed on July 8, 2015 (Commission File Number: 1-8089) 4.4 First Supplemental Indenture to Danaher International Indenture, dated as of July 8, 2015, by and between Danaher Corporation, as guarantor, DH Europe Finance S.A., as issuer, and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the Floating Rate Senior Notes due 2017, the 1.000% Senior Notes due 2019, the 1.700% Senior Notes due 2022 and the 2.500% Senior Notes due 2025 Incorporated by reference from Exhibit 4.2 to Danaher Corporations Current Report on Form 8-K filed on July 8, 2015 (Commission File Number: 1-8089) 4.5 Paying and Calculation Agency Agreement, dated as of July 8, 2015, by and among Danaher International, Danaher Corporation, and The Bank of New York Mellon, London Branch, as paying and calculation agent Incorporated by reference from Exhibit 4.3 to Danaher Corporations Current Report on Form 8-K filed on July 8, 2015 (Commission File Number: 1-8089) 4.6 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., as issuer, and The Bank of New York Mellon Trust Company, N.A. as trustee relating to the Floating Rate Senior Notes due 2022 and the 1.200% Senior Notes due 2027 Incorporated by reference from Exhibit 4.2 to Danaher Corporations Current Report on Form 8-K filed on June 30, 2017 (Commission File Number: 1-8089) 4.7 Paying and Calculation Agency Agreement, dated as of June 30, 2017, by and among Danaher International, Danaher Corporation, The Bank of New York Mellon Trust Company, N.A. as trustee and The Bank of New York Mellon, London Branch, as paying and calculation agent Incorporated by reference from Exhibit 4.3 to Danaher Corporations Current Report on Form 8-K filed on June 30, 2017 (Commission File Number: 1-8089) 10.1 Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated* Incorporated by reference from Exhibit 10.1 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File Number: 333-213631) 10.2 Danaher Corporation Non-Employee Directors Deferred Compensation Plan, as amended, a sub-plan under the 2007 Omnibus Incentive Plan* Incorporated by reference from Exhibit 10.2 to Danaher Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089) 10.3 Amended Form of Election to Defer under the Danaher Corporation Non-Employee Directors Deferred Compensation Plan* Incorporated by reference from Exhibit 10.3 to Danaher Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089) 10.4 Form of Danaher Corporation 2007 Omnibus Incentive Plan Stock Option Agreement for Non-Employee Directors* Incorporated by reference from Exhibit 10.3 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File Number: 1-8089) 10.5 Form of Danaher Corporation 2007 Omnibus Incentive Plan RSU Agreement for Non-Employee Directors* Incorporated by reference from Exhibit 10.4 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File Number: 1-8089) 10.6 Form of Danaher Corporation 2007 Omnibus Incentive Plan Stock Option Agreement* Incorporated by reference from Exhibit 10.5 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File Number: 1-8089) 10.7 Form of Danaher Corporation 2007 Omnibus Incentive Plan RSU Agreement* Incorporated by reference from Exhibit 10.6 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File Number: 1-8089) 10.8 Form of Danaher Corporation 2007 Omnibus Incentive Plan Performance Stock Unit Agreement* Incorporated by reference from Exhibit 10.7 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File Number: 1-8089) 10.9 Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program* Incorporated by reference from Exhibit 4.1 to Danaher Corporations Registration Statement on Form S-8 filed on September 14, 2016 (Commission File Number: 333-213631) 10.10 Danaher Corporation 2007 Executive Cash Incentive Compensation Plan, as amended and restated* Incorporated by reference from Appendix B to Danaher Corporations 2017 Proxy Statement on Schedule 14A filed on March 31, 2017 (Commission File Number: 1-8089) 10.11 Danaher Corporation Senior Leader Severance Pay Plan* Incorporated by reference from Exhibit 10.1 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended March 29, 2013 (Commission File Number: 1-8089) 10.12 Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Thomas P. Joyce, Jr., dated March 16, 2009*(1) Incorporated by reference from Exhibit 10.16 to Danaher Corporations Annual Report on Form 10-K for the year ended December 31, 2014 (Commission File Number: 1-8089) 10.13 Amendment to Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Thomas P. Joyce, Jr., dated September 11, 2014* Incorporated by reference from Exhibit 10.1 to Danaher Corporations Current Report on Form 8-K filed on September 15, 2014 (Commission File Number: 1-8089) 10.14 Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Angela S. Lalor dated March 23, 2012* Incorporated by reference from Exhibit 10.16 to Danaher Corporations Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File Number: 1-8089) 10.15 Letter Agreement by and between Danaher Corporation and Angela S. Lalor, dated March 19, 2012* Incorporated by reference from Exhibit 10.14 to Danaher Corporations Annual Report on Form 10-K for the year ended December 31, 2012 (Commission File Number: 1-8089) 10.16 Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Rainer Blair, dated May 2, 2010* Incorporated by reference from Exhibit 10.20 to Danaher Corporations Annual Report on Form 10-K for the year ended December 31, 2016 (Commission File Number: 1-8089) 10.17 Description of compensation arrangements for non-management directors* 10.18 Credit Agreement, dated as of July 10, 2015, among Danaher Corporation, Bank of America, N.A., as Administrative Agent and a Swing Line lender, Citibank, N.A. as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., The Bank Of Tokyo - Mitsubishi UFJ, Ltd., BNP Paribas Securities Corp., US Bank National Association, HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book Managers, and the other lenders referred to therein Incorporated by reference from Exhibit 10.1 to Danaher Corporations Current Report on Form 8-K filed on July 10, 2015 (Commission File Number: 1-8089) 10.19 Credit Agreement, dated as of October 24, 2016, among Danaher Corporation, Morgan Stanley Senior Funding, Inc. as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and the other lenders referred to therein Incorporated by reference from Exhibit 10.1 to Danaher Corporations Current Report on Form 8-K filed on October 24, 2016 (Commission File Number: 1-8089) 10.20 Management Agreement dated February 23, 2012 by and between FJ900, Inc. and Joust Capital III, LLC(2) Incorporated by reference from Exhibit 10.25 to Danaher Corporations Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089) 10.21 Interchange Agreement dated July 22, 2011 by and between Danaher Corporation and Joust Capital III, LLC(3) Incorporated by reference from Exhibit 10.10 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended July1, 2011 (Commission File Number: 1-8089) 10.22 Aircraft Time Sharing Agreement by and between Danaher Corporation and Thomas P. Joyce, Jr., dated May 7, 2014*(4) Incorporated by reference from Exhibit 10.2 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended June 27, 2014 (Commission File Number: 1-8089) 10.23 Amendment No. 1 to Aircraft Time Sharing Agreement by and between Danaher Corporation and Thomas P. Joyce, Jr., dated July 1, 2016*(4) Incorporated by reference from Exhibit 10.7 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended July 1, 2016 (Commission File Number: 1-8089) 10.24 Form of Director and Officer Indemnification Agreement Incorporated by reference from Exhibit 10.35 to Danaher Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (Commission File Number: 1-8089) 10.25 Employee Matters Agreement, dated as of July 1, 2016, by and between Danaher Corporation and Fortive Corporation Incorporated by reference from Exhibit 10.2 to Amendment No. 1 to Fortive Corporations Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) 10.26 Tax Matters Agreement, dated as of July 1, 2016, by and between Danaher Corporation and Fortive Corporation Incorporated by reference from Exhibit 10.3 to Amendment No. 1 to Fortive Corporations Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) 10.27 Transition Services Agreement, dated as of July 1, 2016, by and between Danaher Corporation and Fortive Corporation Incorporated by reference from Exhibit 10.1 to Amendment No. 1 to Fortive Corporations Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) 10.28 Intellectual Property Matters Agreement, dated as of July 1, 2016, by and between Danaher Corporation and Fortive Corporation Incorporated by reference from Exhibit 10.4 to Amendment No. 1 to Fortive Corporations Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) 10.29 DBS License Agreement, dated as of July 1, 2016 by and between Danaher Corporation and Fortive Corporation Incorporated by reference from Exhibit 10.5 to Amendment No. 1 to Fortive Corporations Registration Statement on Form 10, filed on March 3, 2016 (Commission File Number: 1-37654) 12.1 Calculation of Ratio of Earnings to Fixed Charges 21.1 Subsidiaries of Registrant 23.1 Consent of Independent Registered Public Accounting Firm 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 2002 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 2002 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 2002 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 2002