DANAHER CORP DE
For the period ended Dec 31, 2024. Filed Feb 20, 2025.
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FY2024 · Filed Feb 20, 2025
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Item 16. Form 10-K Summary
DANAHER CORPORATION
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULE
| Schedule: | |
|---|---|
| Valuation and Qualifying Accounts | 107 |
EXHIBIT INDEX
| Exhibit Number | Description | |
| 2.1 | Separation and Distribution Agreement, dated as of September 29, 2023, by and between Danaher Corporation and Veralto Corporation | Incorporated by reference from Exhibit 2.1 to Danaher Corporation’s Current Report on Form 8-K filed on October 2, 2023 |
| 3.1 | Restated Certificate of Incorporation of Danaher Corporation | Incorporated by reference from Exhibit 3.1 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2012 |
| 3.2 | Amended and Restated By-laws of Danaher Corporation | Incorporated by reference from Exhibit 3.1 to Danaher Corporation’s Current Report on Form 8-K filed December 7, 2022 |
| 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 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 trustee | 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 Indenture”) | 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 trustee | 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 trustee | 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 trustee | 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 trustee | Incorporated by reference from Exhibit 4.4 to Danaher Corporation’s Current Report on Form 8-K filed on October 6, 2020 |
| 4.8 | Fifth Supplemental Indenture to Senior Indenture, dated as of December 10, 2021 between Danaher Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee | Incorporated by reference from Exhibit 4.4 to Danaher Corporation’s Current Report on Form 8-K filed on December 10, 2021 |
| 4.9 | Third Supplemental Indenture to Danaher International Indenture, dated as of July 1, 2019 among DH Europe Finance S.à r.l., as issuer, Danaher Corporation, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee | 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 Indenture”) | 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 trustee | 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 Act | |
| 10.1 | Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated* | Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s 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 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 Plan* | 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 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 10.3 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 10.10 | Amendment to Danaher Executive Deferred Incentive Program* | Incorporated by reference from Exhibit 10.13 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023 |
| 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 10.1 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 10.12 | Amendment to Danaher Excess Contribution Program* | Incorporated by reference from Exhibit 10.14 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023 |
| 10.13 | Amended and Restated Danaher Corporation Deferred Compensation Plan* | Incorporated by reference from Exhibit 10.2 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 10.14 | Amendment to Amended and Restated Danaher Corporation Deferred Compensation Plan* | Incorporated by reference from Exhibit 10.12 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023 |
| 10.15 | Danaher Corporation Senior Leader Severance Pay Plan* | 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, 2020* | 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, 2020* | Incorporated by reference from Exhibit 10.3 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2020 |
| 10.18 | Transition Agreement by and between Danaher Corporation and Joakim Weidemanis, dated as of June 16, 2024* | Incorporated by referenced from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on June 20, 2024 |
| 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 Corporation’s Current Report on Form 8-K filed on November 8, 2018 |
| 10.20 | Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Jose-Carlos Gutierrez-Ramos dated February 14, 2023* | Incorporated by reference from Exhibit 10.20 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 |
| 10.21 | Letter Agreement by and between Danaher Corporation and Jose-Carlos Gutierrez-Ramos dated November 23, 2020* | Incorporated by reference from Exhibit 10.21 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 |
| 10.22 | Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Georgeann Couchara dated January 29, 2024* | Incorporated by reference from Exhibit 10.21 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 |
| 10.23 | Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Brian W. Ellis dated December 7, 2015* | Incorporated by reference from Exhibit 10.18 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 |
| 10.24 | Description of compensation arrangements for non-management directors* | |
| 10.25 | Management Agreement dated September 29, 2023 by and between FJ900, Inc. and Joust Capital II, LLC (1) | Incorporated by reference from Exhibit 10.15 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023 |
| 10.26 | Interchange Agreement dated September 29, 2023 by and between Danaher Corporation and Joust Capital II, LLC (2) | Incorporated by reference from Exhibit 10.16 to Danaher Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023 |
| 10.27 | Aircraft Time Sharing Agreement by and between Danaher Corporation and Rainer M. Blair, dated as of November 17, 2023* (3) | Incorporated by reference from Exhibit 10.25 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 |
| 10.28 | Form of Director and Officer Indemnification Agreement | Incorporated by reference from Exhibit 10.35 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008 |
| 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 | Incorporated by reference to Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on August 15, 2023 |
| 19.1 | Danaher Corporation Insider Trading Policy | |
| 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 | |
| 97.1 | Danaher Corporation Clawback Policy | Incorporated by reference from Exhibit 97.1 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (4) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (4) | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (4) | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (4) | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (4) | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (4) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Danaher is a party to additional long-term debt instruments under which, in each case, the total amount of debt authorized does not exceed 10% of the total assets of Danaher and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, Danaher agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.
| * | Indicates management contract or compensatory plan, contract or arrangement. |
|---|---|
| (1) | In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, FJ900, Inc. (a subsidiary of Danaher) has entered into a management agreement with Stonehavens Global LLC that is substantially identical in all material respects to the form of agreement referenced as Exhibit 10.25, except as to the referenced aircraft and the name of the counterparty. |
| (2) | In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher Corporation or a subsidiary thereof has entered into additional interchange agreements with each of Joust Capital II, LLC and Joust Capital III, LLC that are substantially identical in all material respects to the form of agreement attached as Exhibit 10.26, except as to the referenced aircraft and, in certain cases, the name of the counterparty. |
| (3) | In accordance with Instruction 2 to Item 601(a)(4) of Regulation S-K, Danaher Corporation has entered into an aircraft time sharing agreement with Matthew R. McGrew that is substantially identical in all material respects to the form of agreement referenced as Exhibit 10.27. |
| (4) | Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2024 and 2023, (ii) Consolidated Statements of Earnings for the years ended December 31, 2024, 2023 and 2022, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022, (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 and (vi) Notes to Consolidated Financial Statements. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DANAHER CORPORATION | |||
| Date: | February 20, 2025 | By: | /s/ RAINER M. BLAIR |
|---|---|---|---|
| Rainer M. Blair | |||
| President and Chief Executive Officer | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:
| Name, Title and Signature | Date |
|---|---|
| /s/ STEVEN M. RALES | February 20, 2025 |
| Steven M. Rales | |
| Chairman of the Board | |
| /s/ MITCHELL P. RALES | February 20, 2025 |
| Mitchell P. Rales | |
| Chairman of the Executive Committee | |
| /s/ RAINER M. BLAIR | February 20, 2025 |
| Rainer M. Blair | |
| President, Chief Executive Officer and Director | |
| /s/ FEROZ DEWAN | February 20, 2025 |
| Feroz Dewan | |
| Director | |
| /s/ LINDA FILLER | February 20, 2025 |
| Linda Filler | |
| Director | |
| /s/ CHARLES W. LAMANNA | February 20, 2025 |
| Charles W. Lamanna | |
| Director | |
| /s/ TERI LIST | February 20, 2025 |
| Teri List | |
| Director | |
| /s/ JESSICA L. MEGA, M.D., MPH | February 20, 2025 |
| Jessica L. Mega, M.D, MPH | |
| Director | |
| /s/ A. SHANE SANDERS | February 20, 2025 |
|---|---|
| A. Shane Sanders | |
| Director | |
| /s/ JOHN T. SCHWIETERS | February 20, 2025 |
| John T. Schwieters | |
| Director | |
| /s/ ALAN G. SPOON | February 20, 2025 |
| Alan G. Spoon | |
| Director | |
| /s/ RAYMOND C. STEVENS, Ph.D. | February 20, 2025 |
| Raymond C. Stevens, Ph.D. | |
| Director | |
| /s/ ELIAS A. ZERHOUNI, M.D. | February 20, 2025 |
| Elias A. Zerhouni, M.D. | |
| Director | |
| /s/ MATTHEW R. MCGREW | February 20, 2025 |
| Matthew R. McGrew | |
| Executive Vice President and Chief Financial Officer | |
| /s/ CHRISTOPHER M. BOUDA | February 20, 2025 |
| Christopher M. Bouda | |
| Vice President and Chief Accounting Officer | |
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
| Classification | Balance at Beginning of Period (a) | Charged to Costs & Expenses | Impact of Currency | Charged to Other Accounts (b) | Write-Offs, Write-Downs & Deductions | Balance at End of Period (a) |
|---|---|---|---|---|---|---|
| Year ended December 31, 2024: | ||||||
| Allowances deducted from asset account | ||||||
| Allowance for doubtful accounts | $121 | 37 | (3) | — | (42) | $113 |
| Year ended December 31, 2023: | ||||||
| Allowances deducted from asset account | ||||||
| Allowance for doubtful accounts | $92 | 43 | — | 15 | (29) | $121 |
| Year ended December 31, 2022: | ||||||
| Allowances deducted from asset account | ||||||
| Allowance for doubtful accounts | $90 | 20 | (4) | — | (14) | $92 |
(a)Amounts include allowance for doubtful accounts classified as current and noncurrent.
(b)Amounts related to businesses acquired.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.