DHR 10-K Annual Report Dec. 31, 2021 | Alphaminr
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DHR 10-K Fiscal year ended Dec. 31, 2021

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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. ReservedItem 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. Net Earnings Per Common Share From Continuing OperationsNote 5. RevenueNote 6. Segment InformationNote 7. Income TaxesNote 8. Other Operating ExpensesNote 9. Nonoperating Income (expense)Note 10. LeasesNote 11. Goodwill and Other Intangible AssetsNote 12. Fair Value MeasurementsNote 13. Accrued Expenses and Other LiabilitiesNote 14. FinancingNote 15. Hedging Transactions and Derivative Financial InstrumentsNote 16. Pension and Other Postretirement Employee Benefit PlansNote 17. CommitmentsNote 18. Litigation and ContingenciesNote 19. Stockholders' Equity and Stock-based CompensationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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

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 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 3.3 Certificate of Designations of the 5.00% Mandatory Convertible Preferred Stock, Series B Incorporated by reference from Exhibit 3.1 to Danaher Corporations Current Report on Form 8-K filed May 12, 2020 3.4 Amended and Restated By-laws of Danaher Corporation Incorporated by reference from Exhibit 3.1 to Danaher Corporations Current Report on Form 8-K filed July 13, 2021 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 Indenture) Incorporated by reference from Exhibit 1.2 to Danaher Corporations 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 trustee Incorporated by reference from Exhibit 4.1 to Danaher Corporations 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 Indenture) Incorporated by reference from Exhibit 4.1 to Danaher Corporations Current Report on Form 8-K filed on July 8, 2015 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 Incorporated by reference from Exhibit 4.2 to Danaher Corporations Current Report on Form 8-K filed on July 8, 2015 4.5 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 Incorporated by reference from Exhibit 4.2 to Danaher Corporations Current Report on Form 8-K filed on June 30, 2017 4.6 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 4.7 Third Supplemental Indenture to Senior Indenture, dated as of March 30, 2020 between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee Incorporated by reference from Exhibit 4.3 to Danaher Corporations Current Report on Form 8-K filed on March 30, 2020 4.8 Fourth Supplemental Indenture to Senior Indenture, dated as of October 6, 2020 between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee Incorporated by reference from Exhibit 4.4 to Danaher Corporations Current Report on Form 8-K filed on October 6, 2020 4.9 Fifth Supplemental Indenture to Senior Indenture, dated as of December 10, 2021 between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee Incorporated by reference from Exhibit 4.4 to Danaher Corporations Current Report on Form 8-K filed on December 10, 2021 4.10 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 4.11 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 4.12 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 4.13 Specimen Certificate of the 4.75% Mandatory Convertible Preferred Stock, Series A Included in Exhibit 3.2 above 4.14 Specimen Certificate of the 5.00% Mandatory Convertible Preferred Stock, Series B Included in Exhibit 3.3 above 4.15 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 Current Report on Form 8-K filed December 8, 2021 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 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 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 10.10 Amendment to Danaher Corporation & Subsidiaries Amended and Restated 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 10.11 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 10.12 Amendment to Danaher Excess Contribution Program* Incorporated by reference from Exhibit 10.15 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended September 27, 2019 10.13 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 10.14 Amendment to Amended and Restated Danaher Corporation 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 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 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, 2020* Incorporated by reference from Exhibit 10.2 to Danaher Corporations 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, 2020* Incorporated by reference from Exhibit 10.3 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended July 3, 2020 10.18 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 10.19 Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation andJennifer HoneycuttdatedJanuary 26, 2021* 10.20 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 10.21 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 10.22 Description of compensation arrangements for non-management directors* Incorporated by reference from Exhibit 10.22 to Danaher Corporations Annual Report on Form 10-K for the year ended December 31, 2019 10.23 Management Agreement dated February 23, 2012 by and between FJ900, Inc. and Joust Capital III, LLC(1) Incorporated by reference from Exhibit 10.25 to Danaher Corporations Annual Report on Form 10-K for the year ended December 31, 2011 10.24 Interchange Agreement dated July 22, 2011 by and between Danaher Corporation and Joust Capital III, LLC(2) Incorporated by reference from Exhibit 10.10 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended July1, 2011 10.25 Aircraft Time Sharing Agreement by and between Danaher Corporation and Rainer M. Blair, dated as of August 3, 2020*(3) Incorporated by reference from Exhibit 10.1 to Danaher Corporations Quarterly Report on Form 10-Q for the quarter ended October 2, 2020 10.26 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 10.27 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 10.28 Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of September 20, 2019, among Danaher Corporation, Bank of America, N.A., Bank of America, N.A. London Branch and Citibank, N.A. , each in their respective roles as a Swing Line Lender, Bank of America, N.A. as Administrative Agent and the lenders referred to therein Incorporated by reference from Exhibit 10.8 to Danaher Corporations Report on Form 10-Q for the quarter ended September 27, 2019 10.29 Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of October 7, 2019, among Danaher Corporation, Bank of America, N.A., Bank of America, N.A. London Branch and Citibank, N.A. , each in their respective roles as a Swing Line Lender, Bank of America, N.A. as Administrative Agent and the lenders referred to therein Incorporated by reference from Exhibit 10.9 to Danaher Corporations Report on Form 10-Q for the quarter ended September 27, 2019 21.1 Subsidiaries of Registrant 22.1 Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize securities of the 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