DHR 10-K Annual Report Dec. 31, 2019 | Alphaminr
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DHR 10-K Fiscal year ended Dec. 31, 2019

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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. RevenueNote 3. AcquisitionsNote 4. Discontinued OperationsNote 5. LeasesNote 6. InventoriesNote 7. Property, Plant and EquipmentNote 8. Goodwill and Other Intangible AssetsNote 9. Fair Value MeasurementsNote 10. Accrued Expenses and Other LiabilitiesNote 11. FinancingNote 12. Hedging Transactions and Derivative Financial InstrumentsNote 13. Pension Benefit PlansNote 14. Other Postretirement Employee Benefit PlansNote 15. Income TaxesNote 16. Nonoperating Income (expense)Note 17. CommitmentsNote 18. Litigation and ContingenciesNote 19. Stock Transactions and Stock-based CompensationNote 20. Net Earnings Per Share From Continuing OperationsNote 21. Segment InformationNote 22. 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 Agreement, dated as of September 19, 2019, by and between Danaher Corporation and Envista Holdings Corporation+ Incorporated by reference from Exhibit 10.1 to Envista Holdings Corporations Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054) 2.2 Equity and Asset Purchase Agreement dated as of February 25, 2019, by and between General Electric Company and Danaher Corporation+ Incorporated by reference from Exhibit 2.1 to Danaher Corporations Current Report on Form 8-K filed February 25, 2019 (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 Certificate of Designations of the 4.75% Mandatory Convertible Preferred Stock, Series A Incorporated by reference from Exhibit 3.1 to Danaher Corporations Current Report on Form 8-K filed March 1, 2019 (Commission File Number: 1-8089) 3.3 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 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 trustee relating to the 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.r.l., 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 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.r.l., 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) 4.8 Second Supplemental Indenture to Senior Indenture, dated as of July 1, 2019 between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee Incorporated by reference from Exhibit 4.2 to Danaher Corporations Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed July 10, 2019 (Commission File Number: 333-224149) 4.9 Third Supplemental Indenture to Danaher International Indenture, dated as of July 1, 2019 among DH Europe Finance S. r.l., as issuer, Danaher Corporation, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee Incorporated by reference from Exhibit 4.5 to Danaher Corporations Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed July 10, 2019 (Commission File Number: 333-224149) 4.10 Base Indenture, dated as of September 18, 2019, among DH Europe Finance II S. r.l., as issuer, Danaher Corporation, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (Danaher International II Indenture) Incorporated by reference from Exhibit 4.1 to Danaher Corporations Current Report on Form 8-K filed September 18, 2019 (Commission File Number: 1-8089) 4.11 First Supplemental Indenture to Danaher International II Indenture, dated as of September 18, 2019, among DH Europe Finance II S. r.l., as issuer, Danaher Corporation, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee Incorporated by reference from Exhibit 4.2 to Danaher Corporations Current Report on Form 8-K filed September 18, 2019 (Commission File Number: 1-8089) 4.12 Specimen Certificate of the 4.75% Mandatory Convertible Preferred Stock, Series A Included in Exhibit 3.2 above 4.13 Description of Securities Registered Under Section 12 of the Exchange Act 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: 1-8089) 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* 10.5 Form of Danaher Corporation 2007 Omnibus Incentive Plan RSU Agreement for Non-Employee Directors* 10.6 Form of Danaher Corporation 2007 Omnibus Incentive Plan Stock Option Agreement* 10.7 Form of Danaher Corporation 2007 Omnibus Incentive Plan RSU Agreement* 10.8 Form of Danaher Corporation 2007 Omnibus Incentive Plan PSU Agreement* 10.9 Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program* Incorporated by reference from Exhibit 10.8 to Danaher Corporations Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File Number: 1-8089) 10.10 Danaher Corporation Excess Contribution Program, a sub-plan under the 2007 Omnibus Incentive Plan, as amended and restated* Incorporated by reference from Exhibit 10.9 to Danaher Corporations Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File Number: 1-8089) 10.11 Amended and Restated Danaher Corporation Deferred Compensation Plan* Incorporated by reference from Exhibit 10.12 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended September 27, 2019 (Commission File Number: 1-8089) 10.12 Amendment to Amended and Restated Deferred Compensation Plan* Incorporated by reference from Exhibit 10.13 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended September 27, 2019 (Commission File Number: 1-8089) 10.13 Amendment to Danaher Corporation & Subsidiaries Executive Deferred Incentive Program* Incorporated by reference from Exhibit 10.14 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended September 27, 2019 (Commission File Number: 1-8089) 10.14 Amendment to Danaher Excess Contribution Programs* Incorporated by reference from Exhibit 10.15 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended September 27, 2019 (Commission File Number: 1-8089) 10.15 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) 10.16 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) 10.17 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) 10.18 Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Joakim Weidemanis, dated August 1, 2011* Incorporated by reference from Exhibit 10.14 to Danaher Corporations Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File Number: 1-8089) 10.19 Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Matthew McGrew dated November 7, 2018* Incorporated by reference from Exhibit 10.2 to Danaher Corporations Current Report on Form 8-K filed on November 8, 2018 (Commission File Number: 1-8089) 10.20 Letter Agreement by and between Danaher Corporation and Matthew McGrew, dated November 7, 2018* Incorporated by reference from Exhibit 10.1 to Danaher Corporations Current Report on Form 8-K filed on November 8, 2018 (Commission File Number: 1-8089) 10.21 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) 10.22 Description of compensation arrangements for non-management directors* 10.23 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) 10.24 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) 10.25 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) 10.26 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) 10.27 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) 10.28 Employee Matters Agreement, dated as of September 19, 2019, by and between Danaher Corporation and Envista Holdings Corporation+ Incorporated by reference from Exhibit 10.4 to Envista Holdings Corporations Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054) 10.29 Tax Matters Agreement, dated as of September 19, 2019, by and between Danaher Corporation and Envista Holdings Corporation+ Incorporated by reference from Exhibit 10.3 to Envista Holdings Corporations Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054) 10.30 Transition Services Agreement, dated as of September 19, 2019, by and between Danaher Corporation and Envista Holdings Corporation+ Incorporated by reference from Exhibit 10.2 to Envista Holdings Corporations Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054) 10.31 Intellectual Property Matters Agreement, dated as of September 19, 2019, by and between Danaher Corporation and Envista Holdings Corporation+ Incorporated by reference from Exhibit 10.5 to Envista Holdings Corporations Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054) 10.32 DBS License Agreement, dated as of September 19, 2019, by and between Danaher Corporation and Envista Holdings Corporation+ Incorporated by reference from Exhibit 10.6 to Envista Holdings Corporations Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054) 10.33 Registration Rights Agreement, dated as of September 19, 2019, by and between Danaher Corporation and Envista Holdings Corporation+ Incorporated by reference from Exhibit 10.7 to Envista Holdings Corporations Current Report on Form 8-K filed September 20, 2019 (Commission File Number: 1-39054) 10.34 Second Amended and Restated Credit Agreement, dated as of August 27, 2019, among Danaher Corporation, certain of its subsidiaries party thereto, Bank of America, N.A., as Administrative Agent and a Swing Line Lender, and the lenders referred to therein Incorporated by reference from Exhibit 10.1 to Danaher Corporations Current Report on Form 8-K filed August 29, 2019 (Commission File Number: 1-8089) 10.35 Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of September 20, 2019, among Danaher Corporation, Bank of America, N.A., Bank of America, N.A. London Branch and Citibank, N.A. , each in their respective roles as a Swing Line Lender, Bank of America, N.A. as Administrative Agent and the lenders referred to therein Incorporated by reference from Exhibit 10.8 to Danaher Corporations Report on Form 10-Q for the quarter ended September 27, 2019 (Commission File Number: 1-8089) 10.36 Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of October 7, 2019, among Danaher Corporation, Bank of America, N.A., Bank of America, N.A. London Branch and Citibank, N.A. , each in their respective roles as a Swing Line Lender, Bank of America, N.A. as Administrative Agent and the lenders referred to therein Incorporated by reference from Exhibit 10.9 to Danaher Corporations Report on Form 10-Q for the quarter ended September 27, 2019 (Commission File Number: 1-8089) 10.37 Credit Agreement, dated as of August 27, 2019, among Danaher Corporation, certain of its subsidiaries party thereto, Bank of America, N.A., as Administrative Agent, and the lenders referred to therein Incorporated by reference from Exhibit 10.2 to Danaher Corporations Current Report on Form 8-K filed August 29, 2019 (Commission File Number: 1-8089) 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