10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ________________________________________________________

FORM 10-Q

 ________________________________________________________

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 26, 2014

OR

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 1-8089

DANAHER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	59-1995548
(State of Incorporation)	(I.R.S. Employer Identification number)
2200 Pennsylvania Avenue, N.W., Suite 800W Washington, D.C.	20037-1701
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 202-828-0850

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  ý

The number of shares of common stock outstanding at October 10, 2014 was 702,691,595.

DANAHER CORPORATION

INDEX

FORM 10-Q

		Page
PART I -	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets	1
	Consolidated Condensed Statements of Earnings	2
	Consolidated Condensed Statements of Comprehensive Income	3
	Consolidated Condensed Statement of Stockholders’ Equity	4
	Consolidated Condensed Statements of Cash Flows	5
	Notes to Consolidated Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II -	OTHER INFORMATION
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 6.	Exhibits	39
	Signatures	40

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

($ and shares in millions, except per share amount)

(unaudited)

	September 26, 2014			December 31, 2013
ASSETS
Current Assets:
Cash and equivalents	$	4,025.3		$	3,115.2
Trade accounts receivable, net	3,498.1			3,451.6
Inventories:
Finished goods	930.1			885.9
Work in process	304.4			287.0
Raw materials	639.5			610.6
Total inventories	1,874.0			1,783.5
Prepaid expenses and other current assets	592.1			763.4
Total current assets	9,989.5			9,113.7
Property, plant and equipment, net of accumulated depreciation of $2,519.0 and $2,299.5, respectively	2,161.6			2,211.3
Other assets	1,192.2			1,061.3
Goodwill	15,978.7			16,038.2
Other intangible assets, net	6,213.9			6,247.7
Total assets	$	35,535.9		$	34,672.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Notes payable and current portion of long-term debt	$	71.4		$	62.3
Trade accounts payable	1,684.0			1,778.2
Accrued expenses and other liabilities	2,715.7			2,686.9
Total current liabilities	4,471.1			4,527.4
Other long-term liabilities	4,290.0			4,256.7
Long-term debt	2,964.7			3,436.7
Stockholders’ Equity:
Common stock - $0.01 par value	7.9			7.9
Additional paid-in capital	4,380.9			4,157.6
Retained earnings	19,731.7			18,005.3
Accumulated other comprehensive income (loss)	(379.8		)	214.5
Total Danaher stockholders’ equity	23,740.7			22,385.3
Non-controlling interests	69.4			66.1
Total stockholders’ equity	23,810.1			22,451.4
Total liabilities and stockholders’ equity	$	35,535.9		$	34,672.2

See the accompanying Notes to the Consolidated Condensed Financial Statements.

1

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

($ and shares in millions, except per share amounts)

(unaudited)

	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Sales	$	4,870.3		$	4,669.1		$	14,496.6		$	13,851.3
Cost of sales	(2,304.6		)	(2,244.4		)	(6,857.8		)	(6,605.4		)
Gross profit	2,565.7			2,424.7			7,638.8			7,245.9
Operating costs:
Selling, general and administrative expenses	(1,371.6		)	(1,303.2		)	(4,116.7		)	(3,941.3		)
Research and development expenses	(328.3		)	(309.1		)	(978.1		)	(917.7		)
Operating profit	865.8			812.4			2,544.0			2,386.9
Non-operating income (expense):
Other income	38.2			—			57.4			229.8
Interest expense	(30.5		)	(35.0		)	(96.2		)	(113.6		)
Interest income	3.6			1.4			12.2			3.9
Earnings before income taxes	877.1			778.8			2,517.4			2,507.0
Income taxes	(196.5		)	(181.8		)	(580.7		)	(601.3		)
Net earnings	$	680.6		$	597.0		$	1,936.7		$	1,905.7
Net earnings per share:
Basic	$	0.97		$	0.86		$	2.76		$	2.74
Diluted	$	0.95		$	0.84		$	2.71		$	2.69
Average common stock and common equivalent shares outstanding:
Basic	702.6			697.7			701.3			695.0
Diluted	716.2			711.9			715.6			710.1

See the accompanying Notes to the Consolidated Condensed Financial Statements.

2

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

($ in millions)

(unaudited)

	Three Months Ended					Nine Months Ended
	September 26, 2014			September 27, 2013		September 26, 2014			September 27, 2013
Net earnings	$	680.6		$	597.0	$	1,936.7		$	1,905.7
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(670.5		)	288.2		(618.6		)	(97.4		)
Pension and post-retirement plan benefit adjustments	3.8			5.5		6.3			16.5
Unrealized (loss) gain on available-for-sale securities	(18.9		)	59.7		18.0			114.9
Total other comprehensive income (loss), net of income taxes	(685.6		)	353.4		(594.3		)	34.0
Comprehensive income (loss)	$	(5.0	)	$	950.4	$	1,342.4		$	1,939.7

See the accompanying Notes to the Consolidated Condensed Financial Statements.

3

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

($ and shares in millions)

(unaudited)

	Common Stock			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Non- Controlling Interests
	Shares	Amount
Balance, December 31, 2013	785.7	$	7.9	$	4,157.6	$	18,005.3		$	214.5		$	66.1
Net earnings for the period	—	—		—		1,936.7			—			—
Other comprehensive loss	—	—		—		—			(594.3		)	—
Dividends declared	—	—		—		(210.3		)	—			—
Common stock-based award activity	3.8	—		168.6		—			—			—
Common stock issued in connection with LYONs’ conversions, including tax benefit of $15.3	1.3	—		54.7		—			—			—
Change in non-controlling interests	—	—		—		—			—			3.3
Balance, September 26, 2014	790.8	$	7.9	$	4,380.9	$	19,731.7		$	(379.8	)	$	69.4

See the accompanying Notes to the Consolidated Condensed Financial Statements.

4

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

($ in millions)

(unaudited)

	Nine Months Ended
	September 26, 2014			September 27, 2013
Cash flows from operating activities:
Net earnings	$	1,936.7		$	1,905.7
Non-cash items:
Depreciation	415.0			390.4
Amortization	285.7			271.3
Stock-based compensation expense	88.9			85.7
Dividends received related to earnings of unconsolidated joint venture	—			66.6
Pre-tax gain on sales of investments	(23.5		)	(229.8		)
Pre-tax gain on divestiture of a business	(33.9		)	—
Change in trade accounts receivable, net	(97.7		)	(5.4		)
Change in inventories	(77.0		)	(119.0		)
Change in trade accounts payable	(62.9		)	99.7
Change in prepaid expenses and other assets	104.0			157.3
Change in accrued expenses and other liabilities	(16.3		)	(115.4		)
Net cash provided by operating activities	2,519.0			2,507.1
Cash flows from investing activities:
Cash paid for acquisitions	(634.9		)	(868.6		)
Payments for additions to property, plant and equipment	(421.4		)	(391.8		)
Payments for purchases of investments	(80.0		)	—
Proceeds from sales of investments	30.7			692.0
Proceeds from divestiture of a business	86.7			—
All other investing activities	20.7			(3.6		)
Net cash used in investing activities	(998.2		)	(572.0		)
Cash flows from financing activities:
Proceeds from the issuance of common stock	75.0			148.7
Payment of dividends	(157.4		)	(34.7		)
Net repayments of borrowings (maturities of 90 days or less)	(11.3		)	(768.0		)
Repayments of borrowings (maturities longer than 90 days)	(404.9		)	(966.9		)
Net cash used in financing activities	(498.6		)	(1,620.9		)
Effect of exchange rate changes on cash and equivalents	(112.1		)	2.7
Net change in cash and equivalents	910.1			316.9
Beginning balance of cash and equivalents	3,115.2			1,678.7
Ending balance of cash and equivalents	$	4,025.3		$	1,995.6
Supplemental disclosures:
Cash interest payments	$	97.7		$	127.3
Cash income tax payments	$	380.7		$	351.0

See the accompanying Notes to the Consolidated Condensed Financial Statements.

5

DANAHER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. GENERAL

The consolidated condensed financial statements included herein have been prepared by Danaher Corporation (the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The condensed financial statements included herein should be read in conjunction with the financial statements as of and for the year ended December 31, 2013 and the Notes thereto included in the Company’s 2013 Annual Report on Form 10-K.

In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of September 26, 2014 and December 31, 2013, and its results of operations for the three and nine months ended September 26, 2014 and September 27, 2013 and its cash flows for each of the nine month periods then ended.

Accumulated Other Comprehensive Income (Loss) - The changes in accumulated other comprehensive income (loss) by component are summarized below ($ in millions). Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.

	Foreign Currency Translation Adjustments			Pension and Post-Retirement Plan Benefit Adjustments				Unrealized Gain (Loss) on Available-For- Sale Securities				Total
For the Three Months Ended September 26, 2014:
Balance, June 27, 2014	$	465.1		$	(364.2	)		$	204.9			$	305.8
Other comprehensive income (loss) before reclassifications:
Decrease	(670.5		)	—				(26.0		)		(696.5		)
Income tax benefit	—			—				9.8				9.8
Other comprehensive income (loss) before reclassifications, net of income taxes	(670.5		)	—				(16.2		)		(686.7		)
Amounts reclassified from accumulated other comprehensive income (loss):
Increase (decrease)	—			6.0			(1)	(4.3		)	(2)	1.7
Income tax (expense) benefit	—			(2.2		)		1.6				(0.6		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			3.8				(2.7		)		1.1
Net current period other comprehensive income (loss), net of income taxes	(670.5		)	3.8				(18.9		)		(685.6		)
Balance, September 26, 2014	$	(205.4	)	$	(360.4	)		$	186.0			$	(379.8	)
(1)  This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Note 6 for additional details).
(2)  Included in other income in the accompanying Consolidated Condensed Statement of Earnings (refer to Note 9 for additional details).

6

	Foreign Currency Translation Adjustments			Pension and Post-Retirement Plan Benefit Adjustments				Unrealized Gain on Available-For- Sale Securities				Total
For the Three Months Ended September 27, 2013:
Balance, June 28, 2013	$	89.7		$	(644.7	)		$	176.4			$	(378.6	)
Other comprehensive income (loss) before reclassifications:
Increase	288.2			—				95.4				383.6
Income tax expense	—			—				(35.7		)		(35.7		)
Other comprehensive income (loss) before reclassifications, net of income taxes	288.2			—				59.7				347.9
Amounts reclassified from accumulated other comprehensive income (loss):
Increase	—			8.4			(1)	—				8.4
Income tax expense	—			(2.9		)		—				(2.9		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			5.5				—				5.5
Net current period other comprehensive income (loss), net of income taxes	288.2			5.5				59.7				353.4
Balance, September 27, 2013	$	377.9		$	(639.2	)		$	236.1			$	(25.2	)
For the Nine Months Ended September 26, 2014:
Balance, December 31, 2013	$	413.2		$	(366.7	)		$	168.0			$	214.5
Other comprehensive income (loss) before reclassifications:
(Decrease) increase	(618.6		)	(5.5		)		52.3				(571.8		)
Income tax benefit (expense)	—			1.1				(19.6		)		(18.5		)
Other comprehensive income (loss) before reclassifications, net of income taxes	(618.6		)	(4.4		)		32.7				(590.3		)
Amounts reclassified from accumulated other comprehensive income (loss):
Increase (decrease)	—			16.7			(1)	(23.5		)	(2)	(6.8		)
Income tax (expense) benefit	—			(6.0		)		8.8				2.8
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			10.7				(14.7		)		(4.0		)
Net current period other comprehensive income (loss), net of income taxes	(618.6		)	6.3				18.0				(594.3		)
Balance, September 26, 2014	$	(205.4	)	$	(360.4	)		$	186.0			$	(379.8	)
For the Nine Months Ended September 27, 2013:
Balance, December 31, 2012	$	475.3		$	(655.7	)		$	121.2			$	(59.2	)
Other comprehensive income (loss) before reclassifications:
(Decrease) increase	(97.4		)	—				183.8				86.4
Income tax expense	—			—				(68.9		)		(68.9		)
Other comprehensive income (loss) before reclassifications, net of income taxes	(97.4		)	—				114.9				17.5
Amounts reclassified from accumulated other comprehensive income (loss):
Increase	—			25.2			(1)	—				25.2
Income tax expense	—			(8.7		)		—				(8.7		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			16.5				—				16.5
Net current period other comprehensive income (loss), net of income taxes	(97.4		)	16.5				114.9				34.0
Balance, September 27, 2013	$	377.9		$	(639.2	)		$	236.1			$	(25.2	)
(1)  This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Note 6 for additional details).
(2)  Included in other income in the accompanying Consolidated Condensed Statement of Earnings (refer to Note 9 for additional details).

7

New Accounting Standards - In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which impacts virtually all aspects of an entity's revenue recognition. The core principle of the new standard is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2016. Management has not yet completed its assessment of the impact of the new standard, including possible transition alternatives, on the Company's financial statements.

In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. To qualify as a discontinued operation the standard requires a disposal to represent a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The standard also expands the disclosures for discontinued operations and requires new disclosures related to individually material dispositions that do not qualify as discontinued operations. The standard is effective prospectively for fiscal years beginning after December 15, 2014, with early adoption permitted. This standard was adopted by the Company on June 28, 2014, the beginning of the third quarter, and did not have a material impact on the Company's financial statements.

NOTE 2. ACQUISITIONS

For a description of the Company’s acquisition activity for the year ended December 31, 2013, reference is made to the financial statements as of and for the year ended December 31, 2013 and Note 2 thereto included in the Company’s 2013 Annual Report on Form 10-K.

The Company continually evaluates potential acquisitions that either strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s financial statements. This goodwill arises because the purchase prices for these businesses reflect a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations.

The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. In the months after closing, as the Company obtains additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company is continuing to evaluate certain pre-acquisition contingencies associated with certain of its 2014 and 2013 acquisitions and is also in the process of obtaining valuations of acquired intangible assets and certain acquisition related liabilities in connection with these acquisitions. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. The Company evaluated whether any adjustments to the prior periods' purchase price allocations were material and concluded no retrospective adjustment to prior period financial statements was required.

During the first nine months of 2014, the Company acquired fifteen businesses for total consideration of $635 million in cash, net of cash acquired. The businesses acquired complement existing units of the Life Sciences & Diagnostics, Environmental, Dental and Test & Measurement segments. The aggregate annual sales of these fifteen businesses at the time of their respective acquisitions, in each case based on the company’s revenues for its last completed fiscal year prior to the acquisition, were $250 million. The Company preliminarily recorded an aggregate of $323 million of goodwill related to these acquisitions.

In September 2014, the Company and Nobel Biocare Holding AG ("Nobel Biocare") entered into a definitive agreement pursuant to which the Company is making a cash tender offer to acquire all of the outstanding shares of common stock of Nobel Biocare for CHF 17.10 per share (to be followed if necessary by a second step cash-out merger at the offer price), for an aggregate purchase price of approximately CHF 2.0 billion (approximately $2.1 billion based on exchange rates as of September 26, 2014) including debt assumed and net of cash acquired. The offer is subject to customary conditions, including tender of 67% of the outstanding shares into the offer, receipt of applicable regulatory approvals and the absence of a material adverse change with respect to Nobel Biocare. The Company expects to complete the offer in the fourth quarter of 2014 or first quarter of 2015.

8

Headquartered in Zurich, Switzerland, Nobel Biocare is a world leader in the field of innovative implant-based dental restorations with a portfolio of solutions which include dental implant systems, high-precision individualized prosthetics, biomaterials and digital diagnostics, treatment planning and guided surgery. Nobel Biocare had revenues of €567 million in 2013 (approximately $780 million based on exchange rates as of December 31, 2013), and would become part of the Company's Dental segment. As of October 15, 2014, the Company owned approximately 17 million shares, or 14%, of Nobel Biocare.

The following summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for all acquisitions consummated during the nine months ended September 26, 2014 ($ in millions):

Trade accounts receivable	$	43.3
Inventories	56.1
Property, plant and equipment	14.9
Goodwill	323.1
Other intangible assets, primarily customer relationships, trade names and technology	285.6
In-process research and development	61.0
Trade accounts payable	(14.6		)
Other assets and liabilities, net	(130.8		)
Assumed debt	(3.7		)
Net cash consideration	$	634.9

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the 2014 and 2013 acquisitions as if they had occurred as of January 1, 2013. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time ($ in millions, except per share amounts):

	Three Months Ended				Nine Months Ended
	September 26, 2014		September 27, 2013		September 26, 2014		September 27, 2013
Sales	$	4,872.1	$	4,747.1	$	14,594.3	$	14,180.2
Net earnings	680.0		594.0		1,933.2		1,899.4
Diluted net earnings per share	0.95		0.84		2.71		2.68

NOTE 3. GOODWILL

The following is a rollforward of the Company’s goodwill ($ in millions):

Balance, December 31, 2013	$	16,038.2
Attributable to 2014 acquisitions	323.1
Attributable to 2014 divestitures (See Note 9)	(37.3		)
Foreign currency translation & other	(345.3		)
Balance, September 26, 2014	$	15,978.7

9

The carrying value of goodwill by segment is summarized as follows ($ in millions):

	September 26, 2014		December 31, 2013
Test & Measurement	$	3,279.4	$	3,266.9
Environmental	1,976.2		1,851.4
Life Sciences & Diagnostics	6,211.0		6,304.8
Dental	2,180.3		2,196.6
Industrial Technologies	2,331.8		2,418.5
	$	15,978.7	$	16,038.2

The Company has not identified any "triggering" events which indicate a potential impairment of goodwill in 2014.

NOTE 4. FAIR VALUE MEASUREMENTS

Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Company’s assets and liabilities are required to be carried at fair value and provide for certain disclosures related to the valuation methods used within a valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation. Level 3 inputs are unobservable inputs based on the Company’s assumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

A summary of financial assets and liabilities that are measured at fair value on a recurring basis were as follows ($ in millions):

	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)	Total
September 26, 2014:
Assets:
Available-for-sale securities	$	486.9	—		—	$	486.9
Liabilities:
Deferred compensation plans	—		$	74.2	—	74.2
December 31, 2013:
Assets:
Available-for-sale securities	$	385.2	—		—	$	385.2
Liabilities:
Deferred compensation plans	—		$	70.1	—	70.1

Available-for-sale securities are measured at fair value using quoted market prices in an active market and are included in other long-term assets in the accompanying Consolidated Condensed Balance Sheets.

The Company has established nonqualified deferred compensation programs that permit officers, directors and certain management employees to defer a portion of their compensation, on a pre-tax basis, until their termination of employment (or board service, as applicable). All amounts deferred under such plans are unfunded, unsecured obligations of the Company and are presented as a component of the Company’s compensation and benefits accrual included in other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. Participants may choose among alternative earning rates for the amounts they defer, which are primarily based on investment options within the Company’s 401(k) program (except that the earnings rates for amounts deferred by the Company’s directors and amounts contributed unilaterally by the Company are entirely based on changes in the value of the Company’s common stock). Changes in the deferred compensation liability under these programs are recognized based on changes in the fair value of the participants’ accounts, which are based on the applicable earnings rates.

10

On April 2, 2014, the Company terminated the Japanese Yen/U.S. dollar currency swap agreement that had been acquired in connection with a prior acquisition. The fair value of the currency swap as of the termination date was not significant and the fair value had not changed significantly during 2014. For the three months ended September 27, 2013, changes in the fair value of the currency swap were insignificant. During the nine months ended September 27, 2013, the Company recorded pre-tax income of $11 million related to changes in the fair value of this currency swap. The currency swap did not qualify for hedge accounting, and as a result, changes in the fair value are reflected in selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings each reporting period.

Fair Value of Financial Instruments

The carrying amounts and fair values of financial instruments were as follows ($ in millions):

	September 26, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Available-for-sale securities	$	486.9	$	486.9	$	385.2	$	385.2
Liabilities:
Short-term borrowings	71.4		71.4		62.3		62.3
Long-term borrowings	2,964.7		3,351.3		3,436.7		3,877.6

As of September 26, 2014 and December 31, 2013, available-for-sale securities and short and long-term borrowings were categorized as Level 1.

The fair value of long-term borrowings was based on quoted market prices. The difference between the fair value and the carrying amounts of long-term borrowings (other than the Company’s Liquid Yield Option Notes due 2021 (the “LYONs”)) is attributable to changes in market interest rates and/or the Company’s credit ratings subsequent to the incurrence of the borrowing. In the case of the LYONs, differences in the fair value from the carrying value are attributable to changes in the price of the Company’s common stock due to the LYONs' conversion features. The fair values of short-term borrowings, as well as cash and cash equivalents, trade accounts receivable, net and trade accounts payable approximate their carrying amounts due to the short-term maturities of these instruments.

NOTE 5. FINANCING

As of September 26, 2014, the Company was in compliance with all of its debt covenants. The components of the Company’s debt were as follows ($ in millions):

	September 26, 2014		December 31, 2013
Commercial paper	$	450.0	$	450.0
1.3% senior notes due 2014	—		400.0
2.3% senior notes due 2016	500.0		500.0
5.625% senior notes due 2018	500.0		500.0
5.4% senior notes due 2019	750.0		750.0
3.9% senior notes due 2021	600.0		600.0
Zero-coupon LYONs due 2021	117.4		154.1
Other	118.7		144.9
Subtotal	3,036.1		3,499.0
Less currently payable	71.4		62.3
Long-term debt	$	2,964.7	$	3,436.7

For a full description of the Company’s debt financing, reference is made to Note 10 of the Company’s financial statements as of and for the year ended December 31, 2013 included in the Company’s 2013 Annual Report on Form 10-K.

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The Company repaid the $400 million principal amount of 1.3% senior notes due 2014 upon maturity in June 2014.

During the nine months ended September 26, 2014, holders of certain of the Company’s LYONs converted such LYONs into an aggregate of approximately 1.3 million shares of the Company’s common stock, par value $0.01 per share. The Company’s deferred tax liability associated with the book and tax basis difference in the converted LYONs of approximately $15 millionwas transferred to additional paid-in capital as a result of the conversions.

The Company satisfies any short-term liquidity needs that are not met through operating cash flow and available cash primarily through issuances of commercial paper under its U.S. and Euro commercial paper programs. As of September 26, 2014, borrowings outstanding under the Company’s U.S. commercial paper program had a weighted average annual interest rate of 0.1% and a weighted average remaining maturity of approximately thirteen days. There was no commercial paper outstanding under the Euro commercial paper program as of September 26, 2014. As of September 26, 2014, the Company has classified its borrowings outstanding under the commercial paper program as long-term debt in the accompanying Consolidated Condensed Balance Sheet as the Company had the intent and ability, as supported by availability under the Credit Facility referenced below, to refinance these borrowings for at least one year from the balance sheet date.

Credit support for the commercial paper program is provided by a $2.5 billion unsecured multi-year revolving credit facility with a syndicate of banks that expires on July 15, 2016 (the “Credit Facility”). The Credit Facility can also be used for working capital and other general corporate purposes. As of September 26, 2014, no borrowings were outstanding under the Credit Facility and the Company was in compliance with all covenants under the facility. In addition to the Credit Facility, the Company has entered into reimbursement agreements with various commercial banks to support the issuance of letters of credit.

NOTE 6. DEFINED BENEFIT PLANS

The following sets forth the components of the Company’s net periodic benefit cost of the noncontributory defined benefit pension plans ($ in millions):

U.S. Pension Benefits
	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Service cost	$	1.5		$	1.4		$	4.5		$	4.2
Interest cost	26.4			25.0			79.4			72.4
Expected return on plan assets	(32.1		)	(31.2		)	(96.7		)	(94.0		)
Amortization of actuarial loss	4.6			8.6			13.8			22.6
Net periodic pension cost	$	0.4		$	3.8		$	1.0		$	5.2

Non-U.S. Pension Benefits
	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Service cost	$	7.7		$	6.7		$	23.7		$	19.9
Interest cost	11.6			10.4			35.1			31.2
Expected return on plan assets	(10.5		)	(8.4		)	(31.6		)	(25.5		)
Amortization of actuarial loss	1.7			1.9			5.2			5.9
Amortization of prior service credit	—			(0.1		)	—			(0.3		)
Settlement losses recognized	—			—			—			0.6
Net periodic pension cost	$	10.5		$	10.5		$	32.4		$	31.8

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The following sets forth the components of the Company’s net periodic benefit cost of the other post-retirement employee benefit plans ($ in millions):

	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Service cost	$	0.2		$	0.3		$	0.8		$	1.1
Interest cost	2.6			2.0			6.8			6.0
Amortization of prior service credit	(1.0		)	(1.7		)	(3.0		)	(5.0		)
Amortization of actuarial loss	0.7			0.2			0.7			1.0
Net periodic benefit cost	$	2.5		$	0.8		$	5.3		$	3.1

Net periodic pension and benefit costs are included in cost of sales and selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings.

Employer Contributions

During 2014, the Company’s cash contribution requirements for its U.S. and non-U.S. defined benefit pension plans are expected to be approximately $50 million and $55 million, respectively. The ultimate amounts to be contributed depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates and other factors.

NOTE 7. INCOME TAXES

The Company’s effective tax rate for the three and nine months ended September 26, 2014 was 22.4% and 23.1%, respectively, as compared to 23.3% and 24.0% for the three and nine months ended September 27, 2013, respectively.

The Company's effective tax rate for 2014 and 2013 differs from the U.S. federal statutory rate of 35.0% due principally to the Company’s earnings outside the United States that are indefinitely reinvested and taxed at rates lower than the U.S. federal statutory rate. The effective tax rate for the three months ended September 26, 2014 includes a benefit of $8 million ($0.01 per diluted share) related to tax benefits in foreign tax jurisdictions attributable to the release of valuation allowances and expiration of statutes of limitation, partially offset by changes in estimates related to reserves associated with prior period uncertain tax positions and audit settlements in various tax jurisdictions.

Tax authorities in Denmark and Germany have raised significant issues related to the deductibility and taxability of interest accrued by certain of the Company's subsidiaries. On December 10, 2013, the Company received assessments from the Danish tax authority (“SKAT”) totaling approximately DKK 1.1 billion (approximately $195 million based on exchange rates as of September 26, 2014) imposing withholding tax and interest thereon relating to interest accrued in Denmark on borrowings from certain of the Company's subsidiaries for the years 2004-2009. If the SKAT claims are successful, it is likely that the Company would be assessed additional amounts through September 2014 totaling approximately DKK 840 million (approximately $145 million based on exchange rates as of September 26, 2014) as well as future interest on the disputed withholding tax for subsequent periods prior to such a determination. Discussions with the German tax authorities are ongoing and final assessments have not been issued.

Management believes the positions the Company has taken in both Denmark and Germany are in accordance with the relevant tax laws and intends to vigorously defend its positions, including contesting the SKAT assessment; however, the ultimate resolution of these matters is uncertain, could take many years, and individually or in the aggregate could result in a material adverse impact to the Company's financial statements, including its effective tax rate.

NOTE 8. STOCK TRANSACTIONS AND STOCK-BASED COMPENSATION

Neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during the three or nine months ended September 26, 2014.  On July 16, 2013, the Company's Board of Directors approved a repurchase program (the “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 September 26, 2014, 20 million shares remained available for repurchase pursuant to the Repurchase Program.

For a full description of the Company’s stock-based compensation programs, reference is made to Note 18 of the Company’s financial statements as of and for the year ended December 31, 2013 included in the Company’s 2013 Annual Report on Form

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10-K. As of September 26, 2014, approximately 25 million shares of the Company’s common stock were reserved for issuance under the 2007 Stock Incentive Plan.

The following summarizes the assumptions used in the Black-Scholes Merton option pricing model ("Black-Scholes") to value options granted during the nine months ended September 26, 2014:

Risk-free interest rate	1.68% - 2.38%
Weighted average volatility	22.2	%
Dividend yield	0.5	%
Expected years until exercise	5.5 - 8.0

The following summarizes the components of the Company’s stock-based compensation expense ($ in millions):

	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
RSUs:
Pre-tax compensation expense	$	21.2		$	17.6		$	55.0		$	49.9
Income tax benefit	(6.4		)	(5.2		)	(16.0		)	(15.0		)
RSU expense, net of income taxes	$	14.8		$	12.4		$	39.0		$	34.9
Stock options:
Pre-tax compensation expense	$	12.7		$	12.0		$	33.9		$	35.8
Income tax benefit	(3.9		)	(3.7		)	(10.2		)	(11.0		)
Stock option expense, net of income taxes	$	8.8		$	8.3		$	23.7		$	24.8
Total stock-based compensation:
Pre-tax compensation expense	$	33.9		$	29.6		$	88.9		$	85.7
Income tax benefit	(10.3		)	(8.9		)	(26.2		)	(26.0		)
Total stock-based compensation expense, net of income taxes	$	23.6		$	20.7		$	62.7		$	59.7

Stock-based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings. As of September 26, 2014, $174 million of total unrecognized compensation cost related to RSUs is expected to be recognized over a weighted average period of approximately three years. As of September 26, 2014, $143 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately three years. Both amounts will be adjusted for any future changes in estimated forfeitures.

The following summarizes option activity under the Company’s stock plans (in millions, except exercise price and number of years):

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2013	25.0		$	42.93
Granted	3.6		77.08
Exercised	(2.4	)	34.70
Cancelled/forfeited	(0.4	)	58.56
Outstanding as of September 26, 2014	25.8		$	48.14	6	$	720.1
Vested and Expected to Vest as of September 26, 2014(1)	24.4		$	47.19	6	$	706.1
Vested as of September 26, 2014	14.1		$	37.03	4	$	547.2

(1) The “Expected to Vest” options are the net unvested options that remain after applying the forfeiture rate assumption to total unvested options.

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The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the third quarter of 2014 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 26, 2014. The amount of aggregate intrinsic value will change based on the price of the Company’s common stock.

The aggregate intrinsic value of options exercised during the nine months ended September 26, 2014 and September 27, 2013 was $95 million and $136 million, respectively. Exercise of options during the first nine months of 2014 and 2013 resulted in cash receipts of $79 million and $134 million, respectively. The Company realized a tax benefit of $8 million and $29 million in the three and nine months ended September 26, 2014 related to the exercise of employee stock options. The net income tax benefit in excess of the expense recorded for financial reporting purposes (the “excess tax benefit”) has been recorded as an increase to additional paid-in capital and is reflected as a financing cash inflow in the accompanying Consolidated Condensed Statements of Cash Flows.

The following summarizes information on unvested RSUs activity (in millions, except grant-date fair value):

	Number of RSUs		Weighted Average Grant-Date  Fair Value
Unvested as of December 31, 2013	5.2		$	51.04
Granted	1.5		76.49
Vested	(1.4	)	42.08
Forfeited	(0.3	)	57.46
Unvested as of September 26, 2014	5.0		$	61.11

The Company realized a tax benefit of $13 million and $34 million in the three and nine months ended September 26, 2014, respectively, related to the vesting of RSUs. The excess tax benefit attributable to RSUs has been recorded as an increase to additional paid-in capital and is reflected as a financing cash inflow in the accompanying Consolidated Condensed Statements of Cash Flows.

In connection with the exercise of certain stock options and the vesting of RSUs previously issued by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements has been withheld from the total shares issued or released to the award holder (though under the terms of the applicable plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the first nine months of 2014, 541 thousand shares with an aggregate value of $41 million were withheld to satisfy the requirement. The withholding is treated as a reduction in additional paid-in capital in the accompanying Consolidated Condensed Statement of Stockholders’ Equity.

NOTE 9. OTHER INCOME

For the three and nine months ended September 26, 2014, the Company received $6 million and $31 million, respectively, of cash proceeds from the sale of marketable equity securities. The Company recorded a pre-tax gain related to these sales of $4 million ($3 million after-tax) and $24 million ($15 million after-tax or $0.02 per diluted share) for the three and nine month periods, respectively.

In August 2014, the Company completed the divestiture of its electric vehicle systems ("EVS")/hybrid product line for a sale price of $87 million in cash. This product line, which was part of the Industrial Technologies segment, had revenues of approximately $60 million in 2014 prior to the divestiture and approximately $100 million in 2013 and 2012. Operating results of the product line were not significant to segment or overall Company reported results. The Company recorded a pre-tax gain on the sale of the product line of $34 million ($26 million after-tax or $0.04 per diluted share) in its third quarter 2014 results. Subsequent to the sale, the Company has no continuing involvement in the EVS/hybrid product line. In accordance with ASU No. 2014-08,which the Company adopted at the beginning of the third quarter of 2014, the divestiture of the EVS/hybrid product line has not been classified as a discontinued operation in this Form 10-Q since the disposition does not represent a strategic shift that will have a major effect on the Company's operations and financial statements.

15

On July 4, 2010, the Company entered into a joint venture with Cooper Industries, plc (“Cooper”), combining certain of the Company's hand tool businesses with Cooper's Tools business to form a new entity called Apex Tool Group, LLC (“Apex”). Each of Cooper and the Company owned a 50% interest in Apex and had an equal number of representatives on Apex's Board of Directors and neither joint venture partner controlled the significant operating and financing activities of Apex. The Company accounted for its investment in the joint venture based on the equity method of accounting.

In February 2013, the Company and Cooper sold Apex to an unrelated third party for approximately $1.6 billion. The Company received $797 million from the sale, consisting of cash of $759 million (including $67 million of dividends received prior to closing) and a note receivable of $38 million. The Company recognized a pre-tax gain of $230 million ($144 million after-tax or $0.20 per diluted share) in its first quarter 2013 results in connection with this transaction. The Company has collected the majority of the note receivable. The Company's share of the 2013 earnings generated by Apex prior to the closing of the sale was insignificant. Subsequent to the sale of its investment in Apex, the Company has no continuing involvement in Apex's operations.

NOTE 10. RESTRUCTURING AND OTHER RELATED CHARGES

During 2013, the Company recorded pre-tax restructuring and other related charges totaling $107 million. These costs were incurred to position the Company to provide superior products and services to its customers in a cost efficient manner and taking into consideration broad economic uncertainties.

For a full description of the Company’s restructuring activities, reference is made to Note 15 of the Company’s financial statements as of and for the year ended December 31, 2013 included in the Company’s 2013 Annual Report on Form 10-K.

Substantially all restructuring activities initiated in 2013 were completed by December 31, 2013 and the Company expects substantially all cash payments associated with remaining termination benefits to be paid during 2014. As of September 26, 2014, restructuring charges of $17 million related to restructuring activities initiated in 2013 were included in accrued expenses and other liabilities in the accompanying Consolidated Condensed Balance Sheet.

NOTE 11. CONTINGENCIES

For a description of the Company’s litigation and contingencies, reference is made to Note 17 of the Company’s financial statements as of and for the year ended December 31, 2013 included in the Company’s 2013 Annual Report on Form 10-K.

The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects in material and workmanship when properly used for their intended purpose, installed correctly and appropriately maintained. Warranty period terms depend on the nature of the product and range from ninety days up to the life of the product. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor, and in certain instances estimated property damage. The accrued warranty liability is reviewed on a quarterly basis and may be adjusted as additional information regarding expected warranty costs becomes known. The following is a rollforward of the Company’s accrued warranty liability ($ in millions):

Balance, December 31, 2013	$	141.2
Accruals for warranties issued during the period	102.1
Settlements made	(104.2		)
Additions due to acquisitions	1.1
Effect of foreign currency translation	(2.6		)
Balance, September 26, 2014	$	137.6

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NOTE 12. NET EARNINGS PER SHARE

Basic net earnings per share (“EPS”) is calculated by dividing net earnings by the weighted average number of common shares outstanding for the applicable period. Diluted net EPS is computed based on the weighted average number of common shares outstanding increased by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued and reduced by the number of shares the Company could have repurchased with the proceeds from the issuance of the potentially dilutive shares. For the three and nine months ended September 26, 2014, approximately 3 millionoptions to purchase shares were not included in the diluted earnings per share calculation as the impact of their inclusion would have been anti-dilutive. There were no anti-dilutive options for the three months ended September 27, 2013. For the nine months ended September 27, 2013, approximately 1 millionoptions to purchase shares were not included in the diluted earnings per share calculation as the impact of their inclusion would have been anti-dilutive.

Information related to the calculation of net earnings per share of common stock is summarized as follows ($ and shares in millions, except per share amounts):

	Net Earnings (Numerator)		Shares (Denominator)	Per Share Amount
For the Three Months Ended September 26, 2014:
Basic EPS	$	680.6	702.6	$	0.97
Adjustment for interest on convertible debentures	0.9		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.8
Incremental shares from assumed conversion of the convertible debentures	—		4.8
Diluted EPS	$	681.5	716.2	$	0.95
For the Three Months Ended September 27, 2013:
Basic EPS	$	597.0	697.7	$	0.86
Adjustment for interest on convertible debentures	0.6		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.6
Incremental shares from assumed conversion of the convertible debentures	—		5.6
Diluted EPS	$	597.6	711.9	$	0.84
For the Nine Months Ended September 26, 2014:
Basic EPS	$	1,936.7	701.3	$	2.76
Adjustment for interest on convertible debentures	2.6		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		9.2
Incremental shares from assumed conversion of the convertible debentures	—		5.1
Diluted EPS	$	1,939.3	715.6	$	2.71
For the Nine Months Ended September 27, 2013:
Basic EPS	$	1,905.7	695.0	$	2.74
Adjustment for interest on convertible debentures	2.6		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.5
Incremental shares from assumed conversion of the convertible debentures	—		6.6
Diluted EPS	$	1,908.3	710.1	$	2.69

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NOTE 13. SEGMENT INFORMATION

The Company operates and reports its results in five separate business segments consisting of the Test & Measurement, Environmental, Life Sciences & Diagnostics, Dental and Industrial Technologies segments. There has been no material change in total assets or liabilities by segment since December 31, 2013. Segment results are shown below ($ in millions):

	Three Months Ended						Nine Months Ended
Sales:	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Test & Measurement	$	821.0		$	808.6		$	2,548.5		$	2,519.0
Environmental	914.1			828.7			2,558.8			2,380.8
Life Sciences & Diagnostics	1,741.2			1,675.1			5,190.8			4,916.8
Dental	528.4			510.2			1,566.2			1,504.7
Industrial Technologies	865.6			846.5			2,632.3			2,530.0
Total	$	4,870.3		$	4,669.1		$	14,496.6		$	13,851.3
Operating Profit:
Test & Measurement	$	143.8		$	155.0		$	494.3		$	520.7
Environmental	186.2			171.6			515.6			485.6
Life Sciences & Diagnostics	272.8			246.8			775.2			686.8
Dental	91.2			82.2			244.6			223.9
Industrial Technologies	210.1			191.7			619.3			566.7
Other	(38.3		)	(34.9		)	(105.0		)	(96.8		)
Total	$	865.8		$	812.4		$	2,544.0		$	2,386.9

NOTE 14. SUBSEQUENT EVENT

On October 13, 2014, Danaher announced a definitive agreement with NetScout Systems, Inc. (“NetScout") to combine Danaher's Communications business with NetScout. The Communications business, which is reported as a component of Danaher’s Test & Measurement segment, had sales for the year ended December 31, 2013 of approximately $836 million, on a carved out basis. The transaction will be structured as a distribution of the Communications business to Danaher shareholders in either a spin-off or a split-off transaction, followed by a merger with a subsidiary of NetScout for consideration of 62.5 million NetScout shares, subject to adjustment. Both the distribution and merger are expected to qualify as tax-free transactions to Danaher and its shareholders, except to the extent that cash is paid to Danaher stockholders in lieu of fractional shares. If Danaher elects a spin-off, all Danaher shareholders will participate pro-rata. If Danaher elects a split-off, Danaher will conduct an exchange offer pursuant to which its shareholders will elect whether to exchange Danaher shares for shares of the Communications business. Danaher will determine which approach it will take prior to closing the transaction and no decision has been made at this time. The transaction remains subject to approval by NetScout’s shareholders and the satisfaction of customary closing conditions, including regulatory approvals and the absence of a material adverse change with respect to each of the Communications business and NetScout. At closing, depending on the number of shares of NetScout common stock outstanding, Danaher shareholders will receive approximately 60% of the shares of NetScout stock outstanding following the combination. The transaction is expected to be completed in 2015.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of Danaher Corporation’s (“Danaher,” the “Company,” “we,” “us” or “our”) financial statements with a narrative from the perspective of Company management. The Company’s MD&A is divided into four main sections:

• Information Relating to Forward-Looking Statements

• Overview

• Results of Operations

• Liquidity and Capital Resources

You should read this discussion along with the Company’s MD&A and audited financial statements as of and for the year ended December 31, 2013 and Notes thereto, included in the Company’s 2013 Annual Report on Form 10-K, and the Company's Consolidated Condensed Financial Statements and related Notes as of and for the three and nine months ended September 26, 2014 included in this Report.

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this quarterly report, in other documents we file with or furnish to the Securities and Exchange Commission ("SEC"), in our press releases, webcasts, conference calls, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the United States federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, 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, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions, divestitures or other dispositions, strategic transactions, securities offerings, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the 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,” “should,” “could,” “intend,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “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.

Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Important factors that could cause actual results to differ materially from those envisaged in the forward-looking statements include the following:

• Conditions in the global economy, the markets we serve and the financial markets may adversely affect our business and financial statements.

• Our restructuring actions could have long-term adverse effects on our business.

• Our growth could suffer if the markets into which we sell our products (including software) and services decline, do not grow as anticipated or experience cyclicality.

• We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we compete effectively, we may be required to reduce prices for our products and services.

• Our growth depends in part on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation.

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• Our reputation, ability to do business and financial statements may be impaired by improper conduct by any of our employees, agents or business partners.

• Any inability to consummate acquisitions at our historical rate and at appropriate prices could negatively impact our growth rate and stock price.

• Our acquisition of businesses, joint ventures and strategic relationships could negatively impact our financial statements.

• The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.

• Divestitures and other dispositions could negatively impact our business, and contingent liabilities from businesses that we have sold could adversely affect our financial statements.

• Certain of our businesses are subject to extensive regulation by the U.S. Food and Drug Administration (“FDA”) and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our reputation and financial statements.

• The healthcare industry and related industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, which could adversely affect our financial statements.

• Our operations, products and services expose us to the risk of environmental, health and safety liabilities, costs and violations that could adversely affect our reputation and financial statements.

• Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our financial statements and reputation.

• We may be required to recognize impairment charges for our goodwill and other intangible assets.

• Foreign currency exchange rates may adversely affect our financial statements.

• Changes in our tax rates or exposure to additional tax liabilities or assessments could affect our profitability. In addition, audits by tax authorities could result in additional tax payments for prior periods.

• We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business that could adversely affect our financial statements.

• If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights.

• Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.

• Defects and unanticipated use or inadequate disclosure with respect to our products (including software) or services could adversely affect our business, reputation and financial statements.

• The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our reputation, business and financial statements could suffer.

• Our indebtedness may limit our operations and our use of our cash flow, and any failure to comply with the covenants that apply to our indebtedness could adversely affect our liquidity and financial statements.

• Adverse changes in our relationships with, or the financial condition, performance, purchasing patterns or inventory levels of, key distributors and other channel partners could adversely affect our financial statements.

• Our financial results are subject to fluctuations in the cost and availability of commodities that we use in our operations.

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• If we cannot adjust our manufacturing capacity or the purchases required for our manufacturing activities to reflect changes in market conditions and customer demand, our profitability may suffer. In addition, our reliance upon sole or limited sources of supply for certain materials, components and services could cause production interruptions, delays and inefficiencies.

• Changes in governmental regulations may reduce demand for our products or services or increase our expenses.

• Work stoppages, union and works council campaigns and other labor disputes could adversely impact our productivity and results of operations.

• International economic, political, legal, compliance and business factors could negatively affect our financial statements and in particular geopolitical uncertainties relating to Russia could impact the Company’s growth in Russia.

• If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously harmed.

• A significant disruption in, or breach in security of, our information technology systems could adversely affect our business.

• Our defined benefit pension plans are subject to financial market risks that could adversely affect our financial statements.

• We are pursuing a plan to distribute ownership of our Communications business to Danaher shareholders and merge the business into a subsidiary of NetScout in a tax-free transaction. The proposed transaction may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits.

See Part I – Item 1A of the Company’s 2013 Annual Report on Form 10-K for a further discussion regarding reasons that actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, materials or other communication in which they are made. We do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

OVERVIEW

General

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, mobile connectivity, communications 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 increasing regulation.  The Company defines high-growth markets as developing markets of the world experiencing rapid growth in gross domestic product and infrastructure which includes Eastern Europe, the Middle East, Africa, Latin America and Asia with the exception of Japan and Australia.  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 high-growth market segments, identify, consummate and integrate appropriate acquisitions, develop innovative and differentiated new products, services and software 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 environment.  The Company is making significant investments, organically and through acquisitions, to address the rapid pace of technological change in its served markets and to globalize its manufacturing, research and development and customer-facing resources (particularly in high-growth markets) in order to be responsive to the Company’s customers throughout the world and improve the efficiency of the Company’s operations.

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Business Performance and Outlook

While differences exist among the Company’s businesses, on an overall basis, demand for the Company’s products and services increased during the third quarter of 2014 as compared to the comparable period of 2013 resulting in aggregate year-over-year sales growth from existing businesses of 3.0%.  In addition, the Company's continued investments in sales growth initiatives and other business-specific factors discussed below contributed to year-over-year sales growth. Geographically, year-over-year sales growth rates from existing businesses during the third quarter of 2014 were led primarily by the high-growth markets.  Sales from existing businesses in high-growth markets grew at a high-single digit rate in the third quarter of 2014 as compared to the comparable period of 2013 and sales from high-growth markets represented approximately 27% of the Company's total sales in the third quarter of 2014.  Sales from existing businesses in developed markets grew at a low-single digit rate in the third quarter of 2014 as compared to the comparable period of 2013 due primarily to growth in North America and Europe. The Company expects overall sales growth to continue but remains cautious about challenges due to macro-economic and geopolitical uncertainties and monetary and fiscal policies of certain countries where we do business.  While individual business results will vary, the Company expects sales from existing businesses to continue to grow on a year-over-year basis during the fourth quarter of 2014 at a level in line with the growth levels experienced in the first nine months of 2014.  

Consistent with the Company's approach of positioning itself to provide superior products and services to its customers in a cost efficient manner, the Company plans to implement certain cost reductions in the second half of 2014. The plan, which is expected to be substantially completed by December 31, 2014, is expected to result in pre-tax charges of approximately $125 million, the majority of which are expected to be incurred in the fourth quarter of 2014. The charges, substantially all of which are expected to result in cash expenditure, are expected to include both employee-related costs as well as facility and other termination and exit costs.

Acquisitions & Divestitures

During the first nine months of 2014, the Company acquired fifteen businesses for total consideration of $635 million in cash, net of cash acquired. The businesses acquired complement existing units of the Life Sciences & Diagnostics, Environmental, Dental and Test & Measurement segments. The aggregate annual sales of these fifteen businesses at the time of their respective acquisitions, in each case based on the company’s revenues for its last completed fiscal year prior to the acquisition, were approximately $250 million.

In September 2014, the Company and Nobel Biocare entered into a definitive agreement pursuant to which the Company is making a cash tender offer to acquire all of the outstanding shares of common stock of Nobel Biocare for CHF 17.10 per share (to be followed if necessary by a second step cash-out merger at the offer price), for an aggregate purchase price of approximately CHF 2.0 billion (approximately $2.1 billion based on exchange rates as of September 26, 2014) including debt assumed and net of cash acquired. The offer is subject to customary conditions, including tender of 67% of the outstanding shares into the offer, receipt of applicable regulatory approvals and the absence of a material adverse change with respect to Nobel Biocare. The Company expects to complete the offer in the fourth quarter of 2014 or first quarter of 2015.

Headquartered in Zurich, Switzerland, Nobel Biocare is a world leader in the field of innovative implant-based dental restorations with a portfolio of solutions which include dental implant systems, high-precision individualized prosthetics, biomaterials and digital diagnostics, treatment planning and guided surgery. Nobel Biocare had revenues of €567 million in 2013 (approximately $780 million based on exchange rates as of December 31, 2013), and would become part of the Company's Dental segment. The Company anticipates financing the acquisition of Nobel Biocare from available cash. As of October 15, 2014, the Company owned approximately 17 million shares, or 14%, of Nobel Biocare.

In August 2014, the Company completed the divestiture of its EVS/hybrid product line for a sale price of $87 million in cash. This product line, which was part of the Industrial Technologies segment, had revenues of approximately $60 million in 2014 prior to the divestiture and approximately $100 million in 2013 and 2012. Operating results of the product line were not significant to segment or overall Company reported results. The Company recorded a pre-tax gain on the sale of the product line of $34 million ($26 million after-tax or $0.04 per diluted share) in its third quarter 2014 results. Subsequent to the sale, the Company has no continuing involvement in the EVS/hybrid product line.

For a description of Danaher’s plan to distribute ownership of its Communications business to Danaher shareholders and merge the business into a subsidiary of NetScout in a tax-free transaction, please see “Results of Operations - Test & Measurement.”

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Sale of Investments

For the three and nine months ended September 26, 2014, the Company received $6 million and $31 million, respectively, of cash proceeds from the sale of marketable equity securities. The Company recorded a pre-tax gain related to these sales of $4 million ($3 million after-tax) and $24 million ($15 million after-tax or $0.02 per diluted share) for the three and nine month periods, respectively. The Company has continued to sell and plans to liquidate its position in a marketable equity security in the fourth quarter of 2014. Based on existing market prices, the Company expects to record a gain related to the sale of these securities of approximately $0.07 per diluted share in the fourth quarter of 2014.

Currency Exchange Rates

On a year-over-year basis, currency exchange rates adversely impacted reported sales for the three months ended September 26, 2014 by approximately 0.5%, primarily due to the U.S. dollar being stronger against most major currencies, and had a negligible impact on reported sales for the nine months then ended, as compared to exchange rate levels during the comparable period of 2013. If the currency exchange rates in effect as of September 26, 2014 were to prevail throughout the remainder of 2014, currency exchange rates would reduce the Company’s estimated full-year 2014 sales by approximately 0.5% on a year-over-year basis. Any strengthening of the U.S. dollar against other major currencies would adversely impact the Company's sales and results of operations, and any weakening of the U.S. dollar against other major currencies would positively impact the Company’s sales and results of operations for the remainder of the year.

RESULTS OF OPERATIONS

Consolidated sales for the three months ended September 26, 2014 increased 4.5% compared to the three months ended September 27, 2013. Sales from existing businesses contributed 3.0% growth, and sales from acquired businesses contributed 2.0% growth on a year-over-year basis. Currency translation decreased reported sales by 0.5% on a year-over-year basis.

Consolidated sales for the nine months ended September 26, 2014 increased 4.5% compared to the nine months ended September 27, 2013. Sales from existing businesses contributed 3.0% growth, and sales from acquired businesses contributed 1.5% growth on a year-over-year basis. Currency translation had a negligible impact on reported sales on a year-over-year basis.

In this report, references to sales from existing businesses refers to sales calculated according to generally accepted accounting principles in the United States (“GAAP”) but excluding (1) sales from acquired businesses and (2) the impact of currency translation. References to sales or operating profit attributable to acquisitions or acquired businesses refer to GAAP sales or operating profit, as applicable, from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to certain divested product lines not considered discontinued operations. The portion of revenue attributable to currency translation is calculated as the difference between (a) the period-to-period change in revenue (excluding sales from acquired businesses) and (b) the period-to-period change in revenue (excluding sales from acquired businesses) after applying current period foreign exchange rates to the prior year period. Sales from existing businesses 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 the non-GAAP financial measure of sales from existing businesses provides useful information to investors by helping identify underlying growth trends in our business and facilitating easier comparisons of our revenue performance with our performance in prior and future periods and to our peers. The Company excludes the effect of currency translation from sales from existing businesses 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 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. References to sales volume refer to the impact of both price and unit sales.

Operating profit margins were 17.8% for the three months ended September 26, 2014 as compared to 17.4% in the comparable period of 2013. The following factors impacted year-over-year operating profit margin comparisons.

2014 vs. 2013 operating profit margin comparisons were favorably impacted by:

• Higher 2014 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments - 70 basis points

2014 vs. 2013 operating profit margin comparisons were unfavorably impacted by:

• The incremental net dilutive effect in 2014 of acquired businesses net of the positive effect of the business disposition in the third quarter of 2014 - 30 basis points

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Operating profit margins were 17.5% for the nine months ended September 26, 2014 as compared to 17.2% in the comparable period of 2013. The following factors impacted year-over-year operating profit margin comparisons.

2014 vs. 2013 operating profit margin comparisons were favorably impacted by:

• Higher 2014 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments - 70 basis points

2014 vs. 2013 operating profit margin comparisons were unfavorably impacted by:

• The incremental net dilutive effect in 2014 of acquired businesses net of the positive effect of the business disposition in the third quarter of 2014 - 40 basis points

Business Segments

The following table summarizes sales by business segment for each of the periods indicated ($ in millions):

	Three Months Ended				Nine Months Ended
	September 26, 2014		September 27, 2013		September 26, 2014		September 27, 2013
Test & Measurement	$	821.0	$	808.6	$	2,548.5	$	2,519.0
Environmental	914.1		828.7		2,558.8		2,380.8
Life Sciences & Diagnostics	1,741.2		1,675.1		5,190.8		4,916.8
Dental	528.4		510.2		1,566.2		1,504.7
Industrial Technologies	865.6		846.5		2,632.3		2,530.0
Total	$	4,870.3	$	4,669.1	$	14,496.6	$	13,851.3

TEST & MEASUREMENT

The Company’s Test & Measurement segment is a leading global provider of electronic measurement instruments, professional test tools, thermal imaging and calibration equipment used in electrical, industrial, electronic and calibration applications. Danaher offers test, measurement and monitoring products that are used in electronic design, manufacturing and advanced technology development; network monitoring, management and optimization tools; and security solutions for communications and enterprise networks. Customers for these products and services include manufacturers of electronic instruments; service, installation and maintenance professionals; manufacturers who design, develop, manufacture and deploy network equipment; and service providers who implement, maintain and manage communications networks and services. Also included in the Test & Measurement segment are the Company’s mobile tool and wheel service businesses.

Test & Measurement Selected Financial Data ($ in millions):

	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Sales	$	821.0		$	808.6		$	2,548.5		$	2,519.0
Operating profit	143.8			155.0			494.3			520.7
Depreciation and amortization	32.8			33.9			99.9			101.2
Operating profit as a % of sales	17.5		%	19.2		%	19.4		%	20.7		%
Depreciation and amortization as a % of sales	4.0		%	4.2		%	3.9		%	4.0		%

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Components of Sales Growth	% Change Three Months Ended September 26, 2014 vs. Comparable 2013 Period		% Change Nine Months Ended September 26, 2014 vs. Comparable 2013 Period
Existing businesses	(1.0	)%	(0.5	)%
Acquisitions	2.5	%	1.5	%
Currency exchange rates	—	%	—	%
Total	1.5	%	1.0	%

Year-over-year price increases in the segment contributed 0.5% to sales growth on a year-over-year basis during both the three and nine month periods ended September 26, 2014 and are reflected as a component of the change in sales from existing businesses. On an overall basis, sales from existing businesses in the segment’s instruments, mobile tool and wheel service businesses grew during both the three and nine months ended September 26, 2014 but this growth was more than offset by sales declines in the segment's communications businesses in both periods.

Sales from existing businesses in the segment's instruments businesses grew at a low-single digit rate during both the three and nine months ended September 26, 2014, as compared to the comparable periods of 2013, with increased year-over-year sales of electrical and calibration products, primarily due to strong sales of new product offerings. For the three and nine months ended September 26, 2014, increased demand in North America, China, and Western Europe was partially offset by decreased demand in the Middle East region and Japan.

Sales from existing businesses in the segment's communications businesses declined at a mid-teens rate during the three months and at a high-single digit rate during the nine months ended September 26, 2014, as compared to the comparable periods of 2013. For the three and nine months ended September 26, 2014, the network security product line experienced year-over-year growth across most major geographies with particular strength in North America in the three month period. This growth was more than offset by continued lower demand for network management solutions due to delays in wireless carrier spending primarily in North America. The Company expects year-over-year sales growth from existing businesses in the segment's communications businesses to remain negative for the remainder of 2014 and into 2015.

On October 13, 2014, Danaher announced a definitive agreement with NetScout to combine Danaher's Communications business with NetScout. The Communications business had sales for the year ended December 31, 2013 of approximately $836 million, on a carved out basis. The transaction will be structured as a distribution of the Communications business to Danaher shareholders in either a spin-off or a split-off transaction, followed by a merger with a subsidiary of NetScout for consideration of 62.5 million NetScout shares, subject to adjustment. Both the distribution and merger are expected to qualify as tax-free transactions to Danaher and its shareholders, except to the extent that cash is paid to Danaher stockholders in lieu of fractional shares. If Danaher elects a spin-off, all Danaher shareholders will participate pro-rata. If Danaher elects a split-off, Danaher will conduct an exchange offer pursuant to which its shareholders will elect whether to exchange Danaher shares for shares of the Communications business. Danaher will determine which approach it will take prior to closing the transaction and no decision has been made at this time. The transaction remains subject to approval by NetScout’s shareholders and the satisfaction of customary closing conditions, including regulatory approvals and the absence of a material adverse change with respect to each of the Communications business and NetScout. At closing, depending on the number of shares of NetScout common stock outstanding, Danaher shareholders will receive approximately 60% of the shares of NetScout stock outstanding following the combination. The transaction is expected to be completed in 2015.

Operating profit margins declined 170 basis points during the three months ended September 26, 2014 as compared to the comparable period of 2013. Year-over-year operating profit margin comparisons were unfavorably impacted by:

• Lower sales volumes from existing businesses particularly with respect to high margin communications sales as well as incremental year-over-year costs associated with various new product development, sales and marketing growth investments, net of incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013 - 115 basis points

• The incremental net dilutive effect in 2014 of acquired businesses - 55 basis points

Operating profit margins declined 130 basis points during the nine months ended September 26, 2014 as compared to the comparable period of 2013. Year-over-year operating profit margin comparisons were unfavorably impacted by:

• Lower sales volumes from existing businesses particularly with respect to high margin communications sales as well as incremental year-over-year costs associated with various new product development, sales and marketing growth investments, net of incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013 - 45 basis points

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• The incremental net dilutive effect in 2014 of acquired businesses - 85 basis points

ENVIRONMENTAL

The Company’s Environmental segment provides products that help protect the water supply and air quality by serving two primary markets: water quality and retail/commercial petroleum. Danaher’s water quality business is a global leader in water quality analysis and treatment, providing instrumentation and disinfection systems to help analyze and manage the quality of ultra pure water, potable water, wastewater, groundwater and ocean water in residential, commercial, industrial and natural resource applications. Danaher’s retail/commercial petroleum business is a leading worldwide provider of solutions and services focused on fuel dispensing, remote fuel management, point-of-sale systems, payment systems, environmental compliance, vehicle tracking and fleet management.

Environmental Selected Financial Data ($ in millions):

	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Sales	$	914.1		$	828.7		$	2,558.8		$	2,380.8
Operating profit	186.2			171.6			515.6			485.6
Depreciation and amortization	25.0			17.3			66.0			44.0
Operating profit as a % of sales	20.4		%	20.7		%	20.2		%	20.4		%
Depreciation and amortization as a % of sales	2.7		%	2.1		%	2.6		%	1.8		%

Components of Sales Growth	% Change Three Months Ended September 26, 2014 vs. Comparable 2013 Period		% Change Nine Months Ended September 26, 2014 vs. Comparable 2013 Period
Existing businesses	5.0	%	4.0	%
Acquisitions	5.5	%	3.5	%
Currency exchange rates	—	%	—	%
Total	10.5	%	7.5	%

Year-over-year price increases in the segment contributed 1.0% to sales growth on a year-over-year basis during both the three and nine month periods ended September 26, 2014 and are reflected as a component of the change in sales from existing businesses.

Sales from existing businesses in the segment's water quality businesses grew at a mid-single digit rate during both the three and nine months ended September 26, 2014 as compared to the comparable periods of 2013. Sales growth in the analytical instrumentation product line was led primarily by continued strong sales of consumables and related service in North America and China. Increased demand in Western Europe and Latin America also contributed to year-over-year sales growth during both periods. Sales in the business' chemical treatment solutions product line grew on a year-over-year basis for both the three and nine month periods due primarily to continued sales force investments in the U.S. market, and to a lesser extent, continued international expansion. Year-over-year sales in the business' ultraviolet water disinfection product line declined during both the three and nine month periods ended September 26, 2014 due to continued weak demand in municipal end markets, primarily in North America, Western Europe and China.

Sales from existing businesses in the segment's retail petroleum equipment businesses grew at a mid-single digit rate during both the three and nine month periods ended September 26, 2014 as compared to the comparable periods of 2013. Demand for the business' dispenser systems was particularly strong in North America and China during the three months ended September 26, 2014. Continued strong demand for point-of-sale systems, service and vapor recovery products in most major geographies also contributed to year-over-year sales growth during both the three and nine month periods.

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Operating profit margins declined 30 basis points during the three months ended September 26, 2014 as compared to the comparable period of 2013. The following factors impacted year-over-year operating profit margin comparisons.

2014 vs. 2013 operating profit margin comparisons were favorably impacted by:

• Higher 2014 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments - 85 basis points

2014 vs. 2013 operating profit margin comparisons were unfavorably impacted by:

• The incremental net dilutive effect in 2014 of acquired businesses - 115 basis points

Operating profit margins declined 20 basis points during the nine months ended September 26, 2014 as compared to the comparable period of 2013. The following factors impacted year-over-year operating profit margin comparisons.

2014 vs. 2013 operating profit margin comparisons were favorably impacted by:

• Higher 2014 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments - 90 basis points

2014 vs. 2013 operating profit margin comparisons were unfavorably impacted by:

• The incremental net dilutive effect in 2014 of acquired businesses - 110 basis points

LIFE SCIENCES & DIAGNOSTICS

The Company’s diagnostics businesses offer a broad range of analytical instruments, reagents, consumables, software and services that hospitals, physician’s offices, reference laboratories and other critical care settings use to diagnose disease and make treatment decisions. The Company’s life sciences businesses offer a broad range of research and clinical tools that scientists use to study cells and cell components to understand the causes of disease, identify new therapies and test new drugs and vaccines.

Life Sciences & Diagnostics Selected Financial Data ($ in millions):

	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Sales	$	1,741.2		$	1,675.1		$	5,190.8		$	4,916.8
Operating profit	272.8			246.8			775.2			686.8
Depreciation and amortization	138.3			129.6			400.3			382.7
Operating profit as a % of sales	15.7		%	14.7		%	14.9		%	14.0		%
Depreciation and amortization as a % of sales	7.9		%	7.7		%	7.7		%	7.8		%

Components of Sales Growth	% Change Three Months Ended September 26, 2014 vs. Comparable 2013 Period		% Change Nine Months Ended September 26, 2014 vs. Comparable 2013 Period
Existing businesses	3.0	%	4.0	%
Acquisitions	1.5	%	1.5	%
Currency exchange rates	(0.5	)%	—	%
Total	4.0	%	5.5	%

Year-over-year price increases in the segment contributed 0.5% to sales growth on a year-over-year basis during both the three and nine month periods ended September 26, 2014 and are reflected as a component of the change in sales from existing businesses.

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Sales from existing businesses in the segment's diagnostics business grew at a mid-single digit rate during both the three and nine month periods ended September 26, 2014 as compared to the comparable periods of 2013, primarily due to strong demand in the acute care and clinical businesses. Demand in the clinical business increased in both periods on a year over-year-basis led by continuing strong demand in China partially offset by slight year-over-year declines in demand in Europe. Continued strong global consumable sales in both periods related to the installed base of acute care instruments drove the majority of the year-over-year sales growth in the acute care diagnostic business, led by China and other high-growth markets. Increased demand for advanced staining systems and consumables drove the majority of the year-over-year sales growth in the pathology diagnostics business during the nine months ended September 26, 2014. Soft year-over-year demand for core histology instruments, primarily in Europe, during the three and nine month periods then ended partially offset this growth. Geographically, sales growth for the pathology diagnostics business was strong in China and other high-growth markets in both the three and nine month periods.

Sales from existing businesses in the segment's life sciences businesses grew at a low-single digit rate for the three month period ended September 26, 2014 against a strong comparable period in the prior year and grew at a mid-single digit rate for the nine months then ended as compared to the comparable period of 2013, due primarily to continued strong demand for the business' recently introduced products. Geographically, sales grew in the United States and Europe but declined in China. The Company expects the weakness in China to continue in the fourth quarter of 2014. Sales of the business' broad range of mass spectrometers continued to grow on a year-over-year basis in both periods led by strong sales growth in the applied markets in North America and Europe and the academic research markets in North America. Sales of confocal and stereo microscopy products increased on a year-over-year basis in both periods due to strong demand in Europe and North America. However, soft demand for the business' compound microscopy products in most major geographies during the three months ended September 26, 2014 partially offset this growth. Year-over-year demand for the business' cellular analysis and sample preparation product lines declined during the three months ended September 26, 2014, primarily due to continued delays in government and academic funding in China and Japan. Increased year-over-year sales of the business' particle counting product line in both the three and nine month periods partially offset this reduced demand.

Operating profit margins increased 100 basis points during the three months ended September 26, 2014 as compared to the comparable period of 2013. The following factors impacted year-over-year operating profit margin comparisons.

2014 vs. 2013 operating profit margin comparisons were favorably impacted by:

• Higher 2014 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments - 120 basis points

2014 vs. 2013 operating profit margin comparisons were unfavorably impacted by:

• The incremental net dilutive effect in 2014 of acquired businesses - 20 basis points

Operating profit margins increased 90 basis points during the nine months ended September 26, 2014 as compared to the comparable period of 2013. The following factors impacted year-over-year operating profit margin comparisons.

2014 vs. 2013 operating profit margin comparisons were favorably impacted by:

• Higher 2014 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments - 115 basis points

2014 vs. 2013 operating profit margin comparisons were unfavorably impacted by:

• The incremental net dilutive effect in 2014 of acquired businesses - 25 basis points

DENTAL

The Company’s Dental segment is a leading worldwide provider of a broad range of dental consumables, equipment and services that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone, and to improve the aesthetics of the human smile. The Company is dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity.

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Dental Selected Financial Data ($ in millions):

	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Sales	$	528.4		$	510.2		$	1,566.2		$	1,504.7
Operating profit	91.2			82.2			244.6			223.9
Depreciation and amortization	20.5			20.8			61.5			62.6
Operating profit as a % of sales	17.2		%	16.1		%	15.6		%	14.9		%
Depreciation and amortization as a % of sales	3.9		%	4.1		%	3.9		%	4.2		%

Components of Sales Growth	% Change Three Months Ended September 26, 2014 vs. Comparable 2013 Period		% Change Nine Months Ended September 26, 2014 vs. Comparable 2013 Period
Existing businesses	2.0	%	3.5	%
Acquisitions	2.0	%	0.5	%
Currency exchange rates	(0.5	)%	—	%
Total	3.5	%	4.0	%

Year-over-year price increases in the segment contributed 1.0% and 0.5% to sales growth on a year-over-year basis during the three and nine month periods ended September 26, 2014, respectively, and are reflected as a component of the change in sales from existing businesses.

During the three months ended September 26, 2014, sales from existing businesses grew on a year-over-year basis as a result of increased demand for imaging products, instruments, handpieces and implant products, while general consumables and orthodontic products were essentially flat. Geographically, sales growth in the quarter was driven by strong demand in the high-growth markets, specifically China and the Middle East region, offset by declines in Japan following that country's April 1, 2014 value added tax rate increase as well as slight declines in demand in North America. During the nine month period sales from existing businesses grew on a year-over-year basis in all major product categories and across all major geographies.

In September 2014, the Company and Nobel Biocare entered into a definitive agreement pursuant to which the Company is making a cash tender offer to acquire all of the outstanding shares of common stock of Nobel Biocare for CHF 17.10 per share (to be followed if necessary by a second step cash-out merger at the offer price). (See Note 2 to the Consolidated Condensed Financial Statements for additional information.) Nobel Biocare is a world leader in the field of innovative implant-based dental restorations with a portfolio of solutions which include dental implant systems, high-precision individualized prosthetics, biomaterials and digital diagnostics, treatment planning and guided surgery. Nobel Biocare had revenues of €567 million in 2013 (approximately $780 million based on exchange rates as of December 31, 2013), and would become part of the Company's Dental segment. The offer is subject to customary conditions, including tender of 67% of the outstanding shares into the offer, receipt of applicable regulatory approvals and the absence of a material adverse change with respect to Nobel Biocare. The Company expects to complete the offer in the fourth quarter of 2014 or the first quarter in 2015. The Company expects the acquisition of Nobel Biocare to expand the product portfolio of the Dental segment, adding new and complementary product and service offerings. The Company also expects to realize significant cost synergies through the application of the Danaher Business System to Nobel Biocare and the combined purchasing power of the companies. As of October 15, 2014, the Company owned approximately 17 million shares, or 14%, of Nobel Biocare.

Operating profit margins increased 110 basis points during the three months ended September 26, 2014 as compared to the comparable period of 2013. Year-over-year operating profit margin comparisons were favorably impacted by:

• Higher 2014 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments - 100 basis points

• The incremental net accretive effect in 2014 of acquired businesses - 10 basis points

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Operating profit margins increased 70 basis points during the nine months ended September 26, 2014 as compared to the comparable period of 2013. Year-over-year operating profit margin comparisons were favorably impacted by:

• Higher 2014 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments - 65 basis points

• The incremental net accretive effect in 2014 of acquired businesses - 5 basis points

INDUSTRIAL TECHNOLOGIES

The Company’s Industrial Technologies segment is a leading global provider of equipment, consumables and software for various printing, marking, coding, design and color management applications on consumer and industrial products. The segment is also a leading global provider of electromechanical motion control solutions for the industrial automation and packaging markets. In addition to the product identification and motion strategic lines of business, the segment also includes Danaher's sensors and controls, energetic materials and engine retarder businesses.

Industrial Technologies Selected Financial Data ($ in millions):

	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Sales	$	865.6		$	846.5		$	2,632.3		$	2,530.0
Operating profit	210.1			191.7			619.3			566.7
Depreciation and amortization	22.2			22.0			67.4			65.7
Operating profit as a % of sales	24.3		%	22.6		%	23.5		%	22.4		%
Depreciation and amortization as a % of sales	2.6		%	2.6		%	2.6		%	2.6		%

Components of Sales Growth	% Change Three Months Ended September 26, 2014 vs. Comparable 2013 Period		% Change Nine Months Ended September 26, 2014 vs. Comparable 2013 Period
Existing businesses	4.5	%	3.5	%
Acquisitions (divestitures), net	(2.5	)%	—	%
Currency exchange rates	—	%	0.5	%
Total	2.0	%	4.0	%

Price increases in the segment contributed 1.0% to sales growth on a year-over-year basis during both the three and nine month periods ended September 26, 2014 and are reflected as a component of the change in sales from existing businesses.

Sales from existing businesses in the segment’s motion businesses grew at a low-single digit rate during the three months ended September 26, 2014 and were essentially flat during the nine month period, in each case as compared to the comparable period of 2013. Strong growth in high-growth markets and improved year-over-year demand in medical related end-markets during both periods was partially offset by declines in demand in the technology, defense and industrial automation related end-markets in North America and Europe and exiting certain low-margin original equipment manufacturer product lines which impacted the first half of 2014. Increased year-over-year demand for industrial automation products in China also contributed to sales growth during the three months ended September 26, 2014. During the three months ended September 26, 2014, the Company sold its EVS/hybrid business. The impact of this divestiture is reflected in "Acquisitions (divestitures), net" in the Components of Sales Growth table above as the disposition was not deemed a discontinued operation for financial reporting purposes. See Note 9 to the Consolidated Condensed Financial Statements for additional information related to this transaction.

Sales from existing businesses in the segment’s product identification businesses grew at a mid-single digit rate and a low-single digit rate during the three and nine month periods ended September 26, 2014, respectively, as compared to the comparable period of 2013. Continued increased demand for marking and coding equipment and related consumables as well as packaging and color solutions was partially offset by continued lower year-over-year demand in consumer electronics related equipment. Geographically, year-over-year sales growth was strong in both periods in most major geographies.

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Sales from existing businesses in the segment’s other businesses collectively grew at a high-single digit rate during both the three and nine month periods ended September 26, 2014 as compared to the comparable period of 2013, primarily due to strong demand in the segment's engine retarder business, and to a lesser extent, continued improving demand in the segment's sensors and controls businesses.

Operating profit margins increased 170 basis points during the three months ended September 26, 2014 as compared to the comparable period of 2013. Year-over-year operating profit margin comparisons were favorably impacted by:

• Higher 2014 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments - 145 basis points

• The incremental net accretive effect in 2014 of the business disposition in the third quarter of 2014 - 25 basis points

Operating profit margins increased 110 basis points during the nine months ended September 26, 2014 as compared to the comparable period of 2013. The following factors impacted year-over-year operating profit margin comparisons.

2014 vs. 2013 operating profit margin comparisons were favorably impacted by:

• Higher 2014 sales volumes and incremental year-over-year cost savings associated with the restructuring actions and continuing productivity improvement initiatives taken in 2013, net of incremental year-over-year costs associated with various new product development, sales and marketing growth investments - 120 basis points

2014 vs. 2013 operating profit margin comparisons were unfavorably impacted by:

• The incremental net dilutive effect in 2014 of acquired businesses net of the positive effect of the business disposition in the third quarter of 2014 - 10 basis points

COST OF SALES AND GROSS PROFIT

	Three Months Ended						Nine Months Ended
($ in millions)	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Sales	$	4,870.3		$	4,669.1		$	14,496.6		$	13,851.3
Cost of sales	(2,304.6		)	(2,244.4		)	(6,857.8		)	(6,605.4		)
Gross profit	2,565.7			2,424.7			7,638.8			7,245.9
Gross profit margin	52.7		%	51.9		%	52.7		%	52.3		%

The year-over-year increase in gross profit margins during both the three and nine month periods ended September 26, 2014 as compared to the comparable periods in 2013, is due primarily to the favorable impact of higher year-over-year sales volumes, incremental year-over-year cost savings associated with 2013 restructuring activities and continued productivity improvements.

OPERATING EXPENSES

	Three Months Ended						Nine Months Ended
($ in millions)	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Sales	$	4,870.3		$	4,669.1		$	14,496.6		$	13,851.3
Selling, general and administrative ("SG&A") expenses	1,371.6			1,303.2			4,116.7			3,941.3
Research and development ("R&D") expenses	328.3			309.1			978.1			917.7
SG&A as a % of sales	28.2		%	27.9		%	28.4		%	28.5		%
R&D as a % of sales	6.7		%	6.6		%	6.7		%	6.6		%

Selling, general and administrative expenses as a percentage of sales increased 30 basis points on a year-over-year basis for the three month period ended September 26, 2014 and declined 10 basis points during the nine month period then ended, compared with the comparable period of 2013. During the three month period, continued investments in sales and marketing growth initiatives and higher corporate expenses were partially offset by increased leverage of the Company’s general and administrative cost base resulting from higher 2014 sales and incremental year-over-year cost savings associated with 2013 restructuring activities. The year-over-year decrease for the nine month period reflects the benefit of increased leverage of the Company’s general and administrative cost base resulting from higher 2014 sales and incremental year-over-year cost savings

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associated with 2013 restructuring activities. Incremental year-over-year investments in the Company's sales and marketing growth initiatives partially offset these benefits during the nine month period.

Research and development expenses (consisting principally of internal and contract engineering personnel costs) as a percentage of sales increased 10 basis points on a year-over-year basis during both the three and nine months ended September 26, 2014 as compared to the comparable periods in 2013. Incremental year-over-year increases in investments in the Company's new product development initiatives were the primary contributors to this increase.

OTHER INCOME

For the three and nine months ended September 26, 2014, the Company received $6 million and $31 million, respectively, of cash proceeds from the sale of marketable equity securities. The Company recorded a pre-tax gain related to these sales of $4 million ($3 million after-tax) and $24 million ($15 million after-tax or $0.02 per diluted share) for the three and nine month periods, respectively. The Company has continued to sell and plans to liquidate its position in a marketable equity security in the fourth quarter of 2014. Based on existing market prices, the Company expects to record a gain related to the sale of these securities of approximately $0.07 per diluted share in the fourth quarter of 2014.

In August 2014, the Company completed the divestiture of its EVS/hybrid product line for a sale price of $87 million in cash. This product line, which was part of the Industrial Technologies segment, had revenues of approximately $60 million in 2014 prior to the divestiture and approximately $100 million in 2013 and 2012. Operating results of the product line were not significant to segment or overall Company reported results. The Company recorded a pre-tax gain on the sale of the product line of $34 million ($26 million after-tax or $0.04 per diluted share) in its third quarter 2014 results. Subsequent to the sale, the Company has no continuing involvement in the EVS/hybrid product line.

On July 4, 2010, the Company entered into a joint venture with Cooper Industries, plc (“Cooper”), combining certain of the Company's hand tool businesses with Cooper's Tools business to form a new entity called Apex Tool Group, LLC (“Apex”). Each of Cooper and the Company owned a 50% interest in Apex and had an equal number of representatives on Apex's Board of Directors and neither joint venture partner controlled the significant operating and financing activities of Apex. The Company accounted for its investment in the joint venture based on the equity method of accounting.

In February 2013, the Company and Cooper sold Apex to an unrelated third party for approximately $1.6 billion. The Company received $797 million from the sale, consisting of cash of $759 million (including $67 million of dividends received prior to closing) and a note receivable of $38 million. The Company recognized a pre-tax gain of $230 million ($144 million after-tax or $0.20 per diluted share) in its first quarter 2013 results in connection with this transaction. The Company has collected the majority of the note receivable. The Company's share of the 2013 earnings generated by Apex prior to the closing of the sale was insignificant. Subsequent to the sale of its investment in Apex, the Company has no continuing involvement in Apex's operations.

INTEREST COSTS AND FINANCING

For a discussion of the Company’s outstanding indebtedness, refer to Note 5 of the Consolidated Condensed Financial Statements.

Interest expense of $31 million and $96 million for the three and nine months ended September 26, 2014, respectively, was $4 million and $17 million lower than the comparable periods of 2013. The decrease in interest expense for the three months ended September 26, 2014 results primarily from the repayment of the $400 million principal amount of 1.3% senior notes due 2014 (the "2014 Notes") upon maturity in June 2014. The decrease in interest expense for the nine months ended September 26, 2014 results primarily from the repayment of the 2014 Notes upon maturity in June 2014 in addition to the repayment of €500 million principal amount of Eurobond notes due 2013 and the $300 million principal amount of floating rate senior notes due 2013 upon maturity in July and June 2013, respectively.

INCOME TAXES

The Company’s effective tax rate for the three and nine months ended September 26, 2014 was 22.4% and 23.1%, respectively, as compared to 23.3% and 24.0% for the three and nine months ended September 27, 2013, respectively.

The Company's effective tax rate for 2014 and 2013 differs from the U.S. federal statutory rate of 35.0% due principally to the Company’s earnings outside the United States that are indefinitely reinvested and taxed at rates lower than the U.S. federal statutory rate. The effective tax rate for the three months ended September 26, 2014 includes a benefit of $8 million ($0.01 per diluted share) related to tax benefits in foreign tax jurisdictions attributable to the release of valuation allowances and

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expiration of statutes of limitation, partially offset by changes in estimates related to reserves associated with prior period uncertain tax positions and audit settlements in various tax jurisdictions.

The Company conducts business globally and files numerous consolidated and separate income tax returns in federal, state and foreign jurisdictions. The countries in which the Company has a significant presence that have significantly lower statutory tax rates than the United States include China, Denmark, Germany and the United Kingdom. The Company's ability to obtain a tax benefit from lower statutory tax rates outside of the United States is dependent on its levels of taxable income in these foreign countries. The Company believes that a change in the statutory tax rate of any individual foreign country would not have a material effect on the Company's financial statements given the geographic dispersion of the Company's taxable income.

The Company and its subsidiaries are routinely examined by various domestic and international taxing authorities. The Internal Revenue Service (“IRS”) has completed examinations of certain of the Company's federal income tax returns through 2009 and is currently examining the federal income tax returns for 2010 and 2011. In addition, the Company has subsidiaries in Belgium, Brazil, Canada, Denmark, France, Finland, Germany, India, Italy, Japan, Norway, Singapore, Sweden, the United Kingdom and various other countries, states and provinces that are currently under audit for years ranging from 2004 through 2013.

Tax authorities in Denmark and Germany have raised significant issues related to the deductibility and taxability of interest accrued by certain of the Company's subsidiaries. On December 10, 2013, the Company received assessments from the Danish tax authority (“SKAT”) totaling approximately DKK 1.1 billion (approximately $195 million based on exchange rates as of September 26, 2014) imposing withholding tax and interest thereon relating to interest accrued in Denmark on borrowings from certain of the Company's subsidiaries for the years 2004-2009. If the SKAT claims are successful, it is likely that the Company would be assessed additional amounts through September 2014 totaling approximately DKK 840 million (approximately $145 million based on exchange rates as of September 26, 2014) as well as future interest on the disputed withholding tax for subsequent periods prior to such a determination. Discussions with the German tax authorities are ongoing and final assessments have not been issued.

Management believes the positions the Company has taken in both Denmark and Germany are in accordance with the relevant tax laws and intends to vigorously defend its positions, including contesting the SKAT assessment; however, the ultimate resolution of these matters is uncertain, could take many years, and individually or in the aggregate could result in a material adverse impact to the Company's financial statements, including its effective tax rate.

The effective tax rate for the last quarter of 2014 is forecasted to be approximately 23.5% based on the projected mix of earnings before tax by jurisdiction, excluding the impact of any matters that would be treated as “discrete.” The actual mix of earnings by jurisdiction could fluctuate from the Company's projection which would impact the Company's effective tax rate for the period. In addition, the tax effects of discrete items, including accruals related to tax contingencies, the resolution of worldwide tax matters, tax audit settlements, statute of limitations expirations and changes in tax regulations, are reflected in the period in which they occur. As a result, it is reasonably possible that the actual effective tax rate used for financial reporting purposes will change in future periods.

COMPREHENSIVE INCOME

For the three and nine months ended September 26, 2014, comprehensive income decreased by $955 million and $597 million, respectively, as compared to the comparable period of 2013, primarily due to the impact of foreign currency translation adjustments resulting from the strengthening of the U.S. dollar vs. most major currencies during the third quarter of 2014.  For the three and nine months ended September 26, 2014, the Company recorded a foreign currency translation loss of $671 million and $619 million, respectively, compared to a translation gain of $288 million and a translation loss of $97 million for the three and nine months ended September 27, 2013, respectively. 

INFLATION

The effect of inflation on the Company’s revenues and net earnings was not significant in the three and nine month periods ended September 26, 2014.

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LIQUIDITY AND CAPITAL RESOURCES

Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. The Company continues to generate substantial cash from operating activities and believes that its operating cash flow and other sources of liquidity will be sufficient to allow it to continue investing in existing businesses, consummating strategic acquisitions (including the pending tender offer to acquire Nobel Biocare), paying interest and servicing debt and managing its capital structure on a short and long-term basis.

Following is an overview of the Company’s cash flows and liquidity for the nine months ended September 26, 2014:

Overview of Cash Flows and Liquidity

	Nine Months Ended
($ in millions)	September 26, 2014			September 27, 2013
Total operating cash flows	$	2,519.0		$	2,507.1
Cash paid for acquisitions	$	(634.9	)	$	(868.6	)
Payments for additions to property, plant and equipment	(421.4		)	(391.8		)
Payments for purchases of investments	(80.0		)	—
Proceeds from sale of investments	30.7			692.0
Proceeds from divestiture of a business	86.7			—
All other investing activities	20.7			(3.6		)
Net cash used in investing activities	$	(998.2	)	$	(572.0	)
Proceeds from the issuance of common stock	$	75.0		$	148.7
Payment of dividends	(157.4		)	(34.7		)
Net repayments of borrowings (maturities of 90 days or less)	(11.3		)	(768.0		)
Repayments of borrowings (maturities longer than 90 days)	(404.9		)	(966.9		)
Net cash used in financing activities	$	(498.6	)	$	(1,620.9	)

• Operating cash flows increased $12 million during the first nine months of 2014 as compared to the first nine months of 2013. Cash flow increases generated from higher net earnings as well as higher non-cash charges for depreciation and amortization and lower pre-tax gains on sales of investments were largely offset by increased investments in trade accounts receivable and inventories and reduced trade accounts payables. In addition, operating cash flows for the first nine months of 2013 benefited from $67 million of dividends received related to earnings of the Apex joint venture.

• Cash paid for acquisitions constituted the most significant use of cash during the first nine months of 2014. The Company acquired fifteen businesses during the first nine months of 2014 for total consideration (net of cash acquired) of $635 million.

• In August 2014, the Company completed the divestiture of its EVS/hybrid business for a sale price of $87 million in cash.

• The Company repaid the $400 million principal amount of 1.3% senior notes due 2014 upon their maturity in June 2014. The Company also reduced outstanding borrowings with maturities of 90 days or less, primarily commercial paper borrowings, by $11 million during the first nine months of 2014.

• As of September 26, 2014, the Company held $4.0 billion of cash and cash equivalents.

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Operating Activities

Cash flows from operating activities can fluctuate significantly from period to period as working capital needs and the timing of payments for income taxes, restructuring activities, pension funding and other items impact reported cash flows.

Operating cash flows were $2.5 billion for the first nine months of 2014, an increase of $12 million as compared to the comparable period of 2013. The year-over-year change in operating cash flows from 2013 to 2014 was primarily attributable to the following factors:

• 2014 operating cash flows benefited from higher net earnings as compared to the comparable 2013 period excluding the impact of the gain on the sale of the Apex joint venture in 2013 and the gains included in other non-operating income in 2014. While these gains are included in earnings, the proceeds from these sales are shown in the investing activities section of the Statement of Cash Flows and therefore do not contribute to operating cash flows.

• The aggregate of trade accounts receivable, inventories and trade accounts payable used $238 million in operating cash flows during the first nine months of 2014, compared to $25 million used in the comparable period of 2013. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories and trade accounts payable depends upon how effectively the Company manages the cash conversion cycle, which effectively represents the number of days that elapse from the day it pays for the purchase of raw materials and components to the collection of cash from its customers and can be significantly impacted by the timing of collections and payments in a period.

• Net earnings for the first nine months of 2014 reflected an increase of $39 million of depreciation and amortization expense as compared to the comparable period of 2013. Amortization expense primarily relates to the amortization of intangible assets acquired in connection with acquisitions. Depreciation expense relates to both the Company's manufacturing and operating facilities as well as instrumentation leased to customers under operating-type lease arrangements. Depreciation and amortization are non-cash expenses that decrease earnings without a corresponding impact to operating cash flows.

• The first nine months of 2013 operating cash flows included $67 million of dividends received related to earnings of the Apex joint venture, which was sold in 2013. These dividends increased the first nine months of 2013 operating cash flows but did not repeat in 2014 due to the sale.

Investing Activities

Cash flows relating to investing activities consist primarily of cash used for acquisitions and capital expenditures, including instruments leased to customers, and cash proceeds from divestitures of businesses or assets.

Net cash used in investing activities was $998 million during the first nine months of 2014 compared to $572 million of cash used in the first nine months of 2013. For a discussion of the Company’s acquisitions, divestitures and sale of investments during the first nine months of 2014 refer to “—Overview.” In the first nine months of 2013, the Company generated $692 million of cash from the sale of the Apex joint venture.

Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development, improving information technology systems and the manufacture of instruments that are used in operating-type lease arrangements that certain of the Company’s businesses enter into with customers. Capital expenditures increased $30 million or 8% on a year-over-year basis for the first nine months of 2014 compared to 2013 due primarily to increases in equipment leased to customers. For full year 2014, the Company expects capital spending to approximate $650 million, though actual expenditures will ultimately depend on business conditions.

Financing Activities and Indebtedness

Cash flows from financing activities consist primarily of proceeds from the issuance of commercial paper, common stock and debt, excess tax benefits from stock-based compensation, payments of principal on indebtedness, payments for repurchases of common stock and payments of cash dividends to shareholders. Financing activities used cash of $499 million during the first nine months of 2014 due primarily to the repayment of the 2014 Notes upon their maturity in June 2014.

For a description of the Company’s outstanding debt as of September 26, 2014, refer to Note 5 of the Consolidated Condensed Financial Statements. As of September 26, 2014, the Company was in compliance with all of its debt covenants.

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The Company satisfies any short-term liquidity needs that are not met through operating cash flow and available cash primarily through issuances of commercial paper under its U.S. and Euro commercial paper programs. As of September 26, 2014, borrowings outstanding under the Company’s U.S. commercial paper program had a weighted average annual interest rate of 0.1% and a weighted average remaining maturity of approximately thirteen days. There was no commercial paper outstanding under the Euro commercial paper program as of September 26, 2014. As commercial paper obligations mature, the Company anticipates issuing additional short-term commercial paper obligations to refinance all or part of these borrowings. As of September 26, 2014, the Company has classified its borrowings outstanding under the commercial paper program as long-term debt in the accompanying Consolidated Condensed Balance Sheet as the Company had the intent and ability, as supported by availability under the Credit Facility referenced below, to refinance these borrowings for at least one year from the balance sheet date.

Credit support for the commercial paper program is provided by a $2.5 billion unsecured multi-currency revolving credit facility with a syndicate of banks that expires on July 15, 2016 (the “Credit Facility”). The Credit Facility can also be used for working capital and other general corporate purposes. As of September 26, 2014, no borrowings were outstanding under the Credit Facility and the Company was in compliance with all covenants under the facility. In addition to the Credit Facility, the Company has entered into reimbursement agreements with various commercial banks to support the issuance of letters of credit.

The Company has filed a “well-known seasoned issuer” shelf registration statement on Form S-3 with the SEC that registers an indeterminate amount of debt securities, common stock, preferred stock, warrants, depositary shares, purchase contracts and units for future issuance. The Company expects to use net proceeds realized by the Company from future securities sales off this shelf for general corporate purposes, including without limitation repayment or refinancing of debt or other corporate obligations, acquisitions, capital expenditures, share repurchases and dividends, and working capital.

Neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during the three or nine month periods ended September 26, 2014.  On July 16, 2013, the Company's Board of Directors approved a new repurchase program (the “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 September 26, 2014, 20 million shares remained available for repurchase pursuant to the Repurchase Program.

Aggregate cash payments for dividends during the first nine months of 2014 were $157 million. This is higher than in the comparable period of 2013, as the Company increased its quarterly dividend rate in the first quarter of 2014 and because the Company made no cash payments for dividends during the first quarter of 2013. The Company's Board accelerated the quarterly dividend payment that normally would have been paid in January 2013 and paid it in December 2012. In the third quarter of 2014, the Company declared a regular quarterly dividend of $0.10 per share payable on October 31, 2014 to holders of record on September 26, 2014.

Cash and Cash Requirements

As of September 26, 2014, the Company held $4.0 billion of cash and cash equivalents that were invested in highly liquid investment grade debt instruments with a maturity of 90 days or less with an approximate weighted average annual interest rate of 0.4%. Of this amount, $1.1 billion was held within the United States and $2.9 billion was held outside of the United States. The Company will continue to have cash requirements to support working capital needs, capital expenditures and acquisitions, to pay interest and service debt, pay taxes and any related interest or penalties, fund its restructuring activities and pension plans as required, repurchase shares of the Company’s common stock, pay dividends to shareholders and support other business needs. The Company generally intends to use available cash and internally generated funds to meet these cash requirements, but in the event that additional liquidity is required, particularly in connection with acquisitions, the Company may also borrow under its commercial paper program or the Credit Facility, enter into new credit facilities and either borrow directly thereunder or use such credit facilities to backstop additional borrowing capacity under its commercial paper program and/or access the capital markets. The Company also may from time to time access the capital markets to take advantage of favorable interest rate environments or other market conditions.

While repatriation of some cash held outside the United States may be restricted by local laws, most of the Company's foreign cash balances could be repatriated to the United States but, under current law, could be subject to U.S federal income taxes, less applicable foreign tax credits. For most of its foreign subsidiaries, the Company makes an election regarding the amount of earnings intended for indefinite reinvestment, with the balance available to be repatriated to the United States. A deferred tax liability has been accrued for the funds that are available to be repatriated to the United States. No provisions for U.S. income taxes have been made with respect to earnings that are planned to be reinvested indefinitely outside the United States, and the amount of U.S. income taxes that may be applicable to such earnings is not readily determinable given the various tax planning alternatives the Company could employ if it repatriated these earnings. The cash that the Company's foreign subsidiaries hold

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for indefinite reinvestment is generally used to finance foreign operations and investments, including acquisitions. As of September 26, 2014, management believes that it has sufficient liquidity to satisfy its cash needs, including its cash needs in the United States.

During 2014, the Company’s cash contribution requirements for its U.S. and its non-U.S. defined benefit pension plans are expected to be approximately $50 million and $55 million, respectively. The ultimate amounts to be contributed depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates and other factors.

CRITICAL ACCOUNTING POLICIES

There were no material changes during the three months ended September 26, 2014 to the items that the Company disclosed as its critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2013 Annual Report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about market risk appear in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Instruments and Risk Management,” in the Company’s 2013 Annual Report on Form 10-K. There were no material changes during the three months ended September 26, 2014 to this information reported in the Company’s 2013 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer, have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.

There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Information Relating to Forward-Looking Statements,” in Part I — Item 2 of this Form 10-Q and in Part I — Item 1A of Danaher’s 2013 Annual Report on Form 10-K.

There were no material changes during the three months ended September 26, 2014 to the risk factors described in Danaher's 2013 Annual Report on Form 10-K, except for the additional risk factor set forth below:

We are pursuing a plan to distribute ownership of our Communications business to Danaher shareholders and merge the business into a subsidiary of NetScout in a tax-free transaction. The proposed transaction may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits.

On October 13, 2014, Danaher announced plans to distribute ownership of its Communications business to Danaher shareholders in either a spin-off or split-off transaction and signed a definitive agreement to merge the business into a subsidiary of NetScout.  Both the distribution and merger are expected to qualify as tax-free transactions to Danaher and its shareholders, except to the extent that cash is paid to Danaher stockholders in lieu of fractional shares.  Unanticipated developments, including delays in obtaining or satisfying (or failure to obtain or satisfy) tax rulings, regulatory approvals, NetScout shareholder approval and other conditions to closing, and challenges in establishing infrastructure or processes, could delay or prevent the proposed transaction or cause the proposed transaction to occur on terms or conditions that are less favorable and/or different than expected.  Even if the transaction is completed, some or all of the anticipated value and benefits therefrom may not be achieved.  Expenses incurred to accomplish the proposed transaction may be significantly higher than what we currently anticipate.  Executing the proposed transaction also requires significant time and attention from

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management, which could distract them from other tasks in operating our business.  Following the proposed separation and merger, the combined value of the common stock of Danaher and the shares of common stock of NetScout issued as consideration for our Communications business may not be equal to or greater than what the value of our common stock would have been had the proposed transaction not occurred.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during the three or nine month periods ended September 26, 2014.  On July 16, 2013, the Company's Board of Directors approved a new repurchase program (the “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 Repurchase Program, and the timing and amount of any shares repurchased under the program will be determined by the Company's management based on its evaluation of market conditions and other factors.  The 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 plan) and for other corporate purposes. As of September 26, 2014, 20 million shares remained available for repurchase pursuant to the Repurchase Program.

During the third quarter of 2014, holders of certain of the Company’s Liquid Yield Option Notes due 2021 (“LYONs”) converted such LYONs into an aggregate of 1,154,699 shares of Danaher common stock, par value $0.01 per share. In each case, the shares of common stock were issued solely to existing security holders upon conversion of the LYONs pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended.

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ITEM 6. EXHIBITS

(a) Exhibits:

3.1	Restated Certificate of Incorporation of Danaher Corporation (1)
3.2	Amended and Restated By-laws of Danaher Corporation (2)
10.1	Danaher Corporation 2007 Stock Incentive Plan, as amended*
10.2	Form of Danaher Corporation 2007 Stock Incentive Plan Stock Option Agreement for Non-Employee Directors*
10.3	Form of Danaher Corporation 2007 Stock Incentive Plan Stock Option Agreement*
10.4	Amended and Restated Danaher Corporation 1998 Stock Option Plan*
10.5	Amendment to Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Thomas P. Joyce, Jr., dated September 11, 2014* (3)
11.1	Computation of per-share earnings (4)
12.1	Calculation of ratio of earnings to fixed charges
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
101.INS	XBRL Instance Document (5)
101.SCH	XBRL Taxonomy Extension Schema Document (5)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (5)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (5)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (5)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (5)

* Indicates management contract or compensatory plan, contract or arrangement.

(1) Incorporated by reference from Exhibit 3.1 to Danaher Corporation's Quarterly Report on Form 10-Q for the quarter ended June 29, 2012 (Commission File Number: 1-8089).

(2) Incorporated by reference from Exhibit 3.2 to Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011 (Commission File Number: 1-8089).

(3) Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on September 15, 2014 (Commission File Number: 1-8089)

(4) See Note 12, “Net Earnings Per Share”, to our Consolidated Condensed Financial Statements.

(5) Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Condensed Balance Sheets as of September 26, 2014 and December 31, 2013, (ii) Consolidated Condensed Statements of Earnings for the three and nine months ended September 26, 2014 and September 27, 2013, (iii) Consolidated Condensed Statements of Comprehensive Income for the three and nine months ended September 26, 2014 and September 27, 2013, (iv) Consolidated Condensed Statement of Stockholders’ Equity for the nine months ended September 26, 2014, (v) Consolidated Condensed Statements of Cash Flows for the nine months ended September 26, 2014 and September 27, 2013, and (vi) Notes to Consolidated Condensed Financial Statements.

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SIGNATURES

Pursuant to the requirements 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:	October 15, 2014	By:	/s/ Daniel L. Comas
		Daniel L. Comas
		Executive Vice President and Chief Financial Officer
Date:	October 15, 2014	By:	/s/ Robert S. Lutz
		Robert S. Lutz
		Senior Vice President and Chief Accounting Officer

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EX-10.1

Exhibit 10.1

DANAHER CORPORATION2007 STOCK INCENTIVE PLANAs Amended and Restated

1. Purpose of the Plan. Danaher Corporation, a Delaware corporation, wishes to recruit and retain key Employees and outside Directors. To further these objectives, the Company established the Danaher Corporation 2007 Stock Incentive Plan. Under the Plan, the Company may make grants of Options, Stock Appreciation Rights, Restricted Stock Units, and Other Stock-Based Awards. The Company may also make direct grants of Common Stock in the form of Restricted Stock Grants to Participants as a bonus or other incentive or grant such stock in lieu of Company obligations to pay cash under other plans or compensatory arrangements, including any deferred compensation plans.

2. Definitions. As used herein, the following definitions shall apply:

“Administrator” means the Compensation Committee of the Board, unless the Board specifies another committee or the Board elects to act in such capacity.

“Applicable Period” with respect to any Performance Period for an Award means a period beginning on or before the first day of the Performance Period and ending no later than the earlier of (i) the 90th day of the Performance Period or (ii) the date on which 25% of the Performance Period has been completed.

“Award” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, or Other Stock-Based Awards (each as defined below).

“Board” means the Board of Directors of the Company.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time and the regulations issued with respect thereof.

“Committee” means the Compensation Committee of the Board in accordance with Section 4(a) of the Plan.

“Common Stock” means the common stock of the Company.

“Company” means Danaher Corporation, a Delaware corporation.

“Consultant” means any person engaged as a consultant or advisor of the Company or an Eligible Subsidiary for whom a Form S-8 Registration Statement is available for the issuance of securities.

“Covered Employee” means any person who is a “covered employee” within the meaning of Code Section 162(m).

“Date of Grant” means the date as of which the Administrator grants an Award to a person.

“Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve months.

“Early Retirement” means an employee voluntarily ceases to be an Employee and the Administrator determines (either initially or subsequent to the grant of the relevant Award) that the cessation constitutes Retirement for purposes of this Plan. In deciding whether a termination of employment is an Early Retirement, the Administrator need not consider the definition under any other Company benefit plan.

“Eligible Director” (or “Director”) means a non-employee director of the Company or one of its Eligible Subsidiaries.

“Eligible Subsidiary” means each of the Company’s Subsidiaries, except as the Administrator otherwise specifies.

“Employee” means anyperson employed as an employee of the Company or an Eligible Subsidiary.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exercise Price” means, in the case of an Option, the value of the consideration that an Optionee must provide in exchange for one share of Common Stock. In the case of a SAR, “Exercise Price,” means an amount which is subtracted from the Fair Market Value in determining the amount payable upon exercise of such SAR.

“Fair Market Value” means, as of any date, the fair market value of a share of Common Stock for purposes of the Plan which will be determined as follows:

(i) If the Common Stock is traded on the New York Stock Exchange or other national securities exchange, the closing sale price on that date or, if the given date is not a trading day, the closing sale price for the immediately preceding trading day; or

(ii) If the Common Stock is not traded on the New York Stock Exchange or other national securities exchange, the Fair Market Value thereof shall be determined in good faith by the Administrator and in compliance with Code Section 409A.

“Gross Misconduct” means the Participant has:

(i) Committed fraud, misappropriation, embezzlement, willful misconduct or gross negligence with respect to the Company or any Subsidiary thereof, or any other action in willful disregard of the interests of the Company or any Subsidiary thereof;

(ii) Been convicted of, or pled guilty or no contest to, (i) a felony, (ii) any misdemeanor (other than a traffic violation) with respect to his/her employment, or (iii) any other crime or activity that would impair his/her ability to perform his/her duties or impair the business reputation of the Company or any Subsidiary;

(iii) Refused or willfully failed to adequately perform any duties assigned to him/her; or

(iv) Refused or willfully failed to comply with standards, policies or procedures of the Company or any Subsidiary thereof, including without limitation the Company’s Standards of Conduct as amended from time to time.

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“Incentive Stock Option” or “ISO” means a stock option intended to qualify as an incentive stock option within the meaning of Code Section 422.

“Normal Retirement” means an employee voluntarily ceases to be an Employee at or after reaching age sixty-five (65).

“Option” means a stock option granted pursuant to the Plan that is not an ISO, entitling the Optionee to purchase Shares at a specified price.

“Optionee” means an Employee, Consultant, or Director who has been granted an Option under this Plan or, where appropriate, a person authorized to exercise an Option in place of the intended original Optionee.

“Other Stock-Based Awards” are Awards (other than Options, SARs, RSUs and Restricted Stock Grants) that are denominated in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock.

“Participant” means Optionees and Recipients, collectively. The term “Participant” also includes, where appropriate, a person authorized to exercise an Option or hold or receive another Award in place of the intended original Optionee or Recipient.

“Performance Objectives” means one or more objective, measurable performance factors as determined by the Committee (as described in Section 4(b) of the Plan) with respect to each Performance Period based upon one or more of the factors set forth in Section 14 of the Plan.

“Performance Period” means a period for which Performance Objectives are set and during which performance is to be measured to determine whether a Participant is entitled to payment of an Award under the Plan. A Performance Period may coincide with one or more complete or partial calendar or fiscal years of the Company. Unless otherwise designated by the Committee, the Performance Period will be based on the calendar year.

“Plan” means this 2007 Stock Incentive Plan, as amended from time to time.

“Recipient” means an Employee, Consultant, or Director who has been granted an Award other than an Option under this Plan or, where appropriate, a person authorized to hold or receive such an Award in place of the intended original Recipient.

“Restricted Stock Grant” means a direct grant of Common Stock, as awarded under Section 8 of the Plan.

“Restricted Stock Unit” or “RSU” means a bookkeeping entry representing an unfunded right to receive (if conditions are met) one share of Common Stock, as awarded under Section 9 of the Plan.

“Retirement” means both Early Retirement and Normal Retirement, as defined herein.

“Section 16 Persons” means those officers, directors or other persons who are subject to Section 16 of the Exchange Act.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

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“Stock Appreciation Right” or “SAR” means any right granted under Section 7 of the Plan.

“Subsidiary” means any corporation, limited liability company, partnership or other entity (other than the Company) in an unbroken chain beginning with the Company if, at the time an Award is granted to a Participant under the Plan, each of such entities (other than the last entity in the unbroken chain) owns stock or other equity possessing twenty percent (20%) or more of the total combined voting power of all classes of stock or equity in one of the other entities in such chain.

“1998 Plan” means the Amended and Restated Danaher Corporation 1998 Stock Option Plan, as amended.

3. Eligibility. All Employees, Consultants, and Directors are eligible for Awards under this Plan. Eligible Employees, Consultants, and Directors become Optionees or Recipients when the Administrator grants them, respectively, an Option or one of the other Awards under this Plan.

4. Administration of the Plan.

(a) The Administrator. The Administrator of the Plan is the Compensation Committee of the Board, unless the Board specifies another committee. The Board may also act under the Plan as though it were the Committee. The Administrator is responsible for the general operation and administration of the Plan and for carrying out its provisions and has full discretion in interpreting and administering the provisions of the Plan. Subject to the express provisions of the Plan, the Administrator may exercise such powers and authority of the Board as the Administrator may find necessary or appropriate to carry out its functions. The Administrator may delegate its functions to Employees (other than the power to grant awards to Eligible Directors, Section 16 Persons or Covered Employees), to the extent permitted under applicable Delaware corporate law.

(b) Code Section 162(m) and Rule 16b-3 Compliance. The Administrator may, but is not required to, grant Awards that are intended to qualify as performance based compensation exempt from the deductibility limitations of Code Section 162(m). However, grants of Awards to Covered Employees intended to qualify as performance based compensation under Code Section 162(m) shall be made and certified only by a Committee (or a subcommittee of the Committee) consisting solely of two or more “outside directors” (as such term is defined under Code Section 162(m)). Awards to Section 16 Persons shall be made only by a Committee (or a subcommittee of the Committee) consisting solely of two or more non-employee Directors in accordance with Rule 16b-3.

(c) Powers of the Administrator. The Administrator’s powers will include, but not be limited to, the power to: construe and interpret the terms of the Plan and Awards granted pursuant to the Plan (including the power to remedy any ambiguity, inconsistency, or omission); amend, waive, or extend any provision or limitation of any Award (except as limited by the terms of the Plan); in order to fulfill the purposes of the Plan and without amending the Plan, to vary the terms of or modify Awards to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs; and to adopt such procedures as are necessary or appropriate to carry out the foregoing.

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(d) Granting of Awards. Subject to the terms of the Plan, the Administrator will, in its sole discretion, determine the Optionees and the Recipients of other Awards and will determine either initially or subsequent to the grant of the relevant Award:

(i) the terms of such Awards;

(ii) the schedule for exercisability and nonforfeitability, including any requirements that the Participant or the Company satisfy performance criteria or Performance Objectives, and the acceleration of the exercisability or nonforfeitability of the Awards (for the avoidance of doubt, the Administrator shall have discretion to accelerate the vesting of all or a portion of any performance-based vesting conditions or Performance Objectives, except with respect to Awards the Committee designates as covered by Performance Objectives for purposes of complying with Code Section 162(m));

(iii) the time and conditions for expiration of the Awards, and

(iv) the form of payment due upon exercise or grant of Awards.

Notwithstanding anything to the contrary in this Plan, the Administrator may in its sole discretion reduce or eliminate a Participant’s unvested Award or Awards if he or she changes classification from a full-time employee to a part-time employee.

(e) Substitutions. The Administrator may also grant Awards in conversion or replacement of or substitution for options or other equity awards or interests held by individuals who become Employees of the Company or of an Eligible Subsidiary as a result of the Company’s acquiring or merging with the individual’s employer. If necessary to conform the Awards to the awards or interests for which they are substitutes, the Administrator may grant substitute Awards under terms and conditions that vary from those the Plan otherwise requires. Notwithstanding anything in the foregoing to the contrary, any Award to any Participant who is a U.S. taxpayer will be adjusted appropriately pursuant to Code Section 409A.

(f) Effect of Administrator’s Decision. The Administrator’s determinations under the Plan need not be uniform and need not consider whether actual or potential Participants are similarly situated. All decisions, determinations and interpretations of the Administrator shall be final and binding on all holders of any Award.

5. Stock Subject to the Plan.

(a) Share Limits; Shares Available. Except as adjusted below in the event of a Substantial Corporate Change (as defined in Section 16(a) of the Plan) or as provided under Section 15, the aggregate number of shares of Common Stock that may be issued under the Awards may not exceed sixty-two million (62,000,000) shares, of which no more than eighteen million, five hundred thousand (18,500,000)shares may be available for Awards granted in any form other than Options or SARs. The Common Stock may come from treasury shares, authorized but unissued shares, or previously issued shares that the Company reacquires, including shares it purchases on the open market. If any Award expires, is canceled, or terminates for any other reason, the shares of Common Stock available under that Award will again be available for the granting of new Awards. Any

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such returning shares of Common Stock shall be credited to the applicable sub‑limit set forth above on the same basis as the original Award was debited. Any shares of Common Stock surrendered for the payment of the Exercise Price under Options or SARs or for withholding taxes, and shares of Common Stock repurchased in the open market with the proceeds of an Option exercise, may not again be made available for issuance under the Plan. Shares of Common Stock issued to convert, replace or adjust outstanding options or other equity-compensation awards in connection with a merger or acquisition, as permitted by NYSE Listed Company Manual Section 303A.08 or any successor provision, shall not reduce the number of shares available for issuance under the Plan.

(b) Code Section 162(m) Limitations on Awards. The aggregate number of shares of Common Stock subject to Options or Stock Appreciation Rights that may be granted under this Plan during any one calendar year to any one Participant shall not exceed three million (3,000,000).  The aggregate number of shares of Common Stock subject to any other type of Award that may be granted under this Plan during any one calendar year to any one Participant shall not exceed three million (3,000,000). Each of the foregoing separate limitations shall be subject to adjustment under Section 15 relating to capital adjustments. To the extent required by Code Section 162(m), in applying the foregoing limitation with respect to an Employee or Director, if any Option, Stock Appreciation Right, Restricted Stock Grant or Restricted Stock Unit (in each case which is intended to comply with Code Section 162(m)) is canceled, the canceled Award shall continue to count against the maximum number of shares of Common Stock, or the value thereof, if applicable, with respect to which an Award may be granted to an Employee or Director.

(c) Stockholder Rights. Except for Restricted Stock Grants, the Participant will have no rights of a stockholder with respect to the shares of Common Stock subject to an Award except to the extent that the Company has issued certificates for, or otherwise confirmed ownership of, such shares upon the exercise or, as applicable, the grant or nonforfeitability, of an Award. No adjustment will be made for a dividend or other right for which the record date precedes the date of exercise or nonforfeitability, as applicable.

(d) Fractional Shares. The Company will not issue fractional shares of Common Stock pursuant to the exercise or vesting of an Award. Any fractional share will be rounded up and issued to the Participant in a whole share.

6. Terms and Conditions of Options.

(a) General. Options granted to Employees, Consultants, and Directors are not intended to qualify as Incentive Stock Options. Other than as provided under Section 15 below and except in connection with a merger, acquisition, spinoff, or other similar corporate transaction, the Administrator may not (1) reduce the Exercise Price of any outstanding Option, (2) cancel and re‑grant any outstanding Option under the Plan with a lower exercise price, or (3) cancel underwater options for cash, unless in each case the Company’s shareholders have approved such action within twelve (12) months prior to such event. Subject to the foregoing, the Administrator may set whatever conditions it considers appropriate for the Options, including time-based and/or performance-based vesting conditions.

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(b) Exercise Price. The Administrator will determine the Exercise Price under each Option and may set the Exercise Price without regard to the Exercise Price of any other Options granted at the same or any other time. The Exercise Price per share for the Options may not be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant, except in the event of an Option substitution as contemplated by Section 4(e) above, or as provided under Section 15 below. The Company may use the consideration it receives from the Optionee for general corporate purposes.

(c) Exercisability. The Administrator will determine the times and conditions for exercise of each Option but may not extend the period for exercise of an Option beyond the tenth anniversary of its Date of Grant. Options will become exercisable at such times and in such manner as the Administrator determines (either initially or subsequent to the grant of the relevant Award); provided, however, that the Administrator may, on such terms and conditions as it determines appropriate, accelerate the time at which the Optionee may exercise any portion of an Option. If the Administrator does not specify otherwise at the Date of Grant, Options for Employees will become exercisable as to one-fifth of the covered shares of Common Stock on each of the first five anniversaries of the Date of Grant, and Options for Eligible Directors will be exercisable in full as of the Date of Grant.

(d) Method of Exercise. To exercise any exercisable portion of an Option, the Optionee must:

(i) Deliver a written notice of exercise to the Secretary of the Company (or to whomever the Administrator designates), in a form complying with any rules the Administrator may issue and specifying the number of shares of Common Stock underlying the portion of the Option the Optionee is exercising;

(ii) Pay the full Exercise Price by cashier’s or certified check or wire transfer of immediately available funds for the shares of Common Stock with respect to which the Option is being exercised, unless the Administrator consents to another form of payment (which could include the use of Common Stock); and

(iii) Deliver to the Secretary of the Company (or to whomever the Administrator designates) such representations and documents as the Administrator, in its sole discretion, may consider necessary or advisable.

Payment in full of the Exercise Price need not accompany the written notice of exercise provided the notice directs that the shares of Common Stock issued upon the exercise be delivered, either in certificate form or in book entry form, to a licensed broker acceptable to the Company as the agent for the individual exercising the Option and at the time the shares are delivered to the broker, either in certificate form or in book entry form, the broker will tender to the Company cash or cash equivalents acceptable to the Company and equal to the Exercise Price.

The Administrator may agree to payment through the tender to the Company of shares of Common Stock. Shares of Common Stock offered as payment will be valued, for purposes of determining the extent to which the Optionee has paid the Exercise Price, at their Fair Market Value on the date of exercise.

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(e) Term. No one may exercise an Option more than ten years after its Date of Grant.

(f) Automatic Exercise of Certain Expiring Options. Notwithstanding any other provision of this Plan or any Award agreement (other than this Section), on the last trading day on which all or a portion of an outstanding Option may be exercised, if as of the close of trading on such day the then Fair Market Value of a share of Common Stock exceeds the per share Exercise Price of the Option by at least $.01 (such expiring portion of an Option that is so in-the-money, an “Auto-Exercise Eligible Option”), the Optionee shall be deemed to have automatically exercised such Auto-Exercise Eligible Option (to the extent it has not previously been exercised or forfeited) as of the close of trading in accordance with the provisions of this Section. In the event of an automatic exercise pursuant to this Section, the Company shall reduce the number of shares of Common Stock issued to the Optionee upon such Optionee’s automatic exercise of the Auto-Exercise Eligible Option in an amount necessary to satisfy (1) the Optionee’s Exercise Price obligation for the Auto-Exercise Eligible Option, and (2) the minimum, applicable Federal, state, local and, if applicable, foreign income and employment tax and social insurance withholding requirements arising upon the automatic exercise (unless the Administrator deems that a different method of satisfying such withholding obligations is practicable and advisable), in each case based on the Fair Market Value of the Common Stock as of the close of trading on the date of exercise. In accordance with procedures established by the Administrator, an Optionee may notify the Company’s record-keeper in writing in advance that he or she does not wish for the Auto-Exercise Eligible Option to be exercised. This Section shall not apply to any Option to the extent that this Section causes the Option to fail to qualify for favorable tax treatment under applicable law. In its discretion, the Company may determine to cease automatically exercising Options at any time.

7. Terms and Conditions of Stock Appreciation Rights.

(a) General. A SAR represents the right to receive a payment, in cash, shares of Common Stock or both (as determined by the Administrator), equal to the excess of the Fair Market Value on the date the SAR is exercised over the SAR’s Exercise Price, if any. The Administrator shall be subject to the same limitations on the reduction of an SAR Exercise Price as is applicable to the reduction of the Exercise Price of an Option under Section 6(a).

(b) Exercise Price. The Administrator will establish in its sole discretion the Exercise Price of a SAR and all other applicable terms and conditions, including time-based and/or performance-based vesting conditions. The Exercise Price for the SAR may not be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant.

(c) Exercisability. The Administrator will determine the times and conditions for exercise of each SAR but may not extend the period for exercise of a SAR beyond the tenth anniversary of its Date of Grant. SARs will become exercisable at such times and in such manner as the Administrator determines (either initially or subsequent to the grant of the relevant Award); provided, however, that the Administrator may, on such terms and conditions as it determines appropriate, accelerate the time at which the Participant may exercise any portion of a SAR. If the Administrator does not specify otherwise, SARs

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will become exercisable as to one-fifth of the covered shares of Common Stock on each of the first five anniversaries of the Date of Grant.

(d) Term. No one may exercise a SAR more than ten years after its Date of Grant.

8. Terms and Conditions of Restricted Stock Grants.

(a) General. A Restricted Stock Grant is a direct grant of Common Stock, subject to restrictions and vesting conditions, including time-based vesting conditions and/or the attainment of performance-based vesting conditions or Performance Objectives, as determined by the Administrator and, with regard to Performance Objectives, determined and certified by the Committee (as described in Section 4(b) of the Plan). The Company shall issue the shares to each Recipient of a Restricted Stock Grant either (i) in certificate form or (ii) in book entry form, registered in the name of the Recipient, with legends or notations, as applicable, referring to the terms, conditions, and restrictions applicable to the Award; provided that the Company may require that any stock certificates evidencing Restricted Stock Grants be held in the custody of the Company or its agent until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Stock Grant, the Participant shall have delivered a stock power, endorsed in blank, relating to the shares of Common Stock covered by such Award.

(b) Purchase Price. The Administrator may satisfy any Delaware corporate law requirements regarding adequate consideration for Restricted Stock Grants by (i) issuing Common Stock held as treasury stock or repurchased on the open market or (ii) charging the Recipients at least the par value for the shares of Common Stock covered by the Restricted Stock Grant.

(c) Lapse of Restrictions. The shares of Common Stock underlying such Restricted Stock Grants will become nonforfeitable at such times and in such manner as the Administrator determines (either initially or subsequent to the grant of the relevant Award); provided, however, that except with respect to Awards the Committee designates as covered by Performance Objectives for purposes of Code Section 162(m), the Administrator may, on such terms and conditions as it determines appropriate, accelerate the time at which restrictions or other conditions on such Restricted Stock Grants will lapse. If the Administrator does not specify otherwise, any time-based vesting restrictions on Restricted Stock Grants will lapse as to one-half of the covered shares of Common Stock on each of the fourth and fifth anniversaries of the Date of Grant. Unless otherwise specified by the Administrator or by the Committee described in Section 4(b) of the Plan, any performance-based vesting conditions or Performance Objectives must be satisfied, if at all, prior to the 10th anniversary of the Date of Grant. Notwithstanding anything to the contrary in this Plan, Restricted Stock Grants shall be subject to a minimum vesting schedule of not less than three (3) years for non‑performance‑based awards, and not less than one (1) year for performance‑based awards; provided, however, that up to five percent (5%) of the shares authorized for grant under this Plan may be issued without regard to the foregoing minimum vesting periods; and provided further that the Administrator may waive the restrictions set forth in this sentence in its sole discretion in the event of death, Disability, Retirement or a Substantial Corporate Change.

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(d) Rights as a Stockholder. A Recipient who is awarded a Restricted Stock Grant under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. After the lapse of the restrictions without forfeiture in respect of the Restricted Stock Grant, the Company shall remove any legends or notations referring to the terms, conditions and restrictions on such shares of Common Stock and, if certificated, deliver to the Participant the certificate or certificates evidencing the number of such shares of Common Stock.

9. Terms and Conditions of Restricted Stock Units.

(a) General. RSUs shall be credited as a bookkeeping entry in the name of the Employee or Eligible Director in an account maintained by the Company. No shares of Common Stock are actually issued to the Participant in respect of RSUs on the Date of Grant. Shares of Common Stock shall be issuable to the Participant only upon the lapse of such restrictions and satisfaction of such vesting conditions, including time-based vesting conditions and/or the attainment of performance-based vesting conditions or Performance Objectives, as determined by the Administrator, or in the case of Performance Objectives, determined and certified by the Committee (as described in Section 4(b) of the Plan).

(b) Purchase Price. The Administrator may satisfy any Delaware corporate law requirements regarding adequate consideration for RSUs by (i) issuing Common Stock held as treasury stock or repurchased on the open market or (ii) charging the Recipients at least the par value for the shares of Common Stock covered by the RSUs.

(c) Lapse of Restrictions. RSUs will vest and the underlying shares of Common Stock will become nonforfeitable at such times and in such manner as the Administrator determines (either initially or subsequent to the grant of the relevant Award); provided, however, that except with respect to Awards the Committee designates as covered by Performance Objectives for purposes of complying with Code Section 162(m), the Administrator may, on such terms and conditions as it determines appropriate, accelerate the time at which restrictions or other conditions on such RSUs will lapse. If the Administrator does not specify otherwise, any time-based vesting restrictions on RSUs will lapse as to one-half of the covered shares of Common Stock on each of the fourth and fifth anniversaries of the Date of Grant. Unless otherwise specified by the Administrator or by the Committee described in Section 4(b) of the Plan, any performance-based vesting conditions or Performance Objectives must be satisfied, if at all, prior to the 10th anniversary of the Date of Grant. Notwithstanding anything to the contrary in this Plan, RSUs shall be subject to a minimum vesting schedule of not less than three (3) years for non‑performance‑based awards, and not less than one (1) year for performance‑based awards; provided, however, that up to five percent (5%) of the shares authorized for grant under this Plan may be issued without regard to the foregoing minimum vesting periods; and provided further that the Administrator may waive the restrictions set forth in this sentence in its sole discretion in the event of death, Disability, Retirement or a Substantial Corporate Change.

(d) Rights as a Stockholder. A Recipient who is awarded RSUs under the Plan shall possess no incidents of ownership with respect to the underlying shares of Common Stock.

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10. Terms and Conditions of Other Stock-Based Awards. The Administrator may grant Other Stock-Based Awards that are denominated in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock. The purchase, exercise, exchange or conversion of Other Stock-Based Awards and all other terms and conditions applicable to such Awards will be determined by the Administrator in its sole discretion. Notwithstanding anything to the contrary in this Plan, all Other Stock-Based Awards that constitute full-value awards shall be subject to a minimum vesting schedule of not less than three (3) years for non-performance-based awards, and not less than one (1) year for performance-based awards; provided however, that up to five percent (5%) of the shares authorized for grant under this Plan may be issued without regard to the foregoing minimum vesting periods; and provided further that the Administrator may waive the restrictions set forth in this sentence in its sole discretion in the event of death, Disability, Retirement or a Substantial Corporate Change.

11. Termination of Employment. Unless the Administrator determines otherwise (either initially or subsequent to the grant of the relevant Award), the following rules shall govern the vesting, exercisability and term of outstanding Awards held by a Participant in the event of termination of such Participant’s employment, where termination of employment means the time when the active employer-employee or other active service-providing relationship between the Participant and the Company or an Eligible Subsidiary ends for any reason, including Retirement. For purposes of Awards granted under this Plan, the Administrator shall have sole discretion to determine whether a Participant has ceased to be actively employed by (or, in the case of a Consultant or Director, has ceased actively providing services to) the Company or Eligible Subsidiary, and the effective date on which such active employment (or active service-providing relationship) terminated. For the avoidance of doubt, a Participant’s active employer-employee or other active service-providing relationship shall not be extended by any notice period mandated under local law (e.g., active employment shall not include a period of “garden leave”, paid administrative leave or similar period pursuant to local law), and in the event of a Participant’s termination of employment (whether or not in breach of local labor laws), Participant’s right to exercise any Option or SAR after termination of employment, if any, shall be measured by the date of termination of active employment or service and shall not be extended by any notice period mandated under local law. Unless the Administrator provides otherwise (either initially or subsequent to the grant of the relevant Award) (1) termination of employment will include instances in which a common law employee is terminated and immediately rehired as an independent contractor, and (2) the spin‑off, sale, or disposition of a Participant’s employer from the Company or an Eligible Subsidiary (whether by transfer of shares, assets or otherwise) such that the Participant’s employer no longer constitutes an Eligible Subsidiary shall constitute a termination of employment or service.

(a) General. Upon termination of employment for any reason other than death, Early Retirement or (with respect to Options and SARs) Normal Retirement, all unvested portions of any outstanding Awards shall be immediately forfeited without consideration. The vested portion of any outstanding RSUs or Other Stock-Based Awards shall be settled upon termination and, except as set forth in subsections (b) – (h) below, the Participant shall have a period of ninety (90) days, commencing with the first date the Participant is no longer actively employed, to exercise the vested portion of any outstanding Options or SARs, subject to the term of the Option or SAR; provided, however, that if the exercise of an Option or SAR following termination of employment (to the extent such post-termination exercise is permitted under Section 11(a) of this Plan) is not covered by an effective registration statement on file with the U.S. Securities and

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Exchange Commission, then the Option or SAR shall terminate upon the later of (i) thirty (30) days after such exercise becomes covered by an effective registration statement, or (ii) the end of the original post-termination exercise period; provided, however, that in no event may an Option or SAR be exercised after the expiration of the term of the Award.

(b) Normal Retirement. Upon termination of employment by reason of the Participant’s Normal Retirement, unless contrary to applicable law and unless otherwise provided by the Administrator either initially or subsequent to the grant of the relevant Award (i) subject to the term of the Award any Options or SARs held by the Participant as of the Normal Retirement date will remain outstanding, continue to vest and may be exercised until the fifth anniversary of the Normal Retirement (or if earlier, the termination date of the Award), and (ii) all unvested portions of any other outstanding Awards (including without limitation RSUs and Restricted Stock Grants) shall be immediately forfeited without consideration.

(c) Early Retirement. Upon termination of employment by reason of the Participant’s Early Retirement, unless contrary to applicable law and unless otherwise provided by the Administrator either initially or subsequent to the grant of the relevant Award (i) the time-based vesting of any portion of any RSU or Restricted Stock Grant scheduled to vest during the five-year period immediately following such Early Retirement shall be accelerated (provided that if any performance-based vesting conditions or Performance Objectives remain unsatisfied as of the Early Retirement date (and the relevant Performance Period has not expired) the Award shall remain outstanding for up to five years after such date (or, if earlier, up to the termination date of the Award) to determine whether such conditions or objectives become satisfied and the Award shall become fully vested once it has been determined that such conditions or objectives have been satisfied within the applicable period (at which point, the vested shares of Common Stock will be delivered to the Participant)), and any portion of such Award subject to time-based vesting conditions not scheduled to vest until after the fifth anniversary of such Early Retirement shall be forfeited, and (ii) subject to the term of the Award any Options or SARs held by the Participant as of the Early Retirement date will remain outstanding, continue to vest and may be exercised until the fifth anniversary of the Early Retirement (or if earlier, the termination date of the Award). Notwithstanding anything to the contrary in this Plan, in connection with any determination to grant Early Retirement to a Participant the Administrator in its sole discretion may determine to grant Early Retirement with respect to a specified portion, but less than all, of the Participant’s outstanding Awards.

(d) Death. Upon termination of employment by reason of the Participant’s death:

(i) All unexpired Options and SARs will become fully exercisable and, subject to the term of the Option or SAR, may be exercised for a period of twelve months thereafter by the personal representative of the Participant’s estate or any other person to whom the Option or SAR is transferred under a will or under the applicable laws of descent and distribution.

(ii) A portion of the outstanding RSUs and Restricted Stock Grants shall become vested which will be determined as follows. With respect to each portion of an Award of RSUs or Restricted Stock Grant that is scheduled to vest on a particular

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vesting date, upon the Participant’s death, a pro rata amount of the RSUs or the Restricted Stock Grant will vest based on the number of complete twelve-month periods between the Date of Grant and the date of death, (provided that any partial twelve-month period between the Date of Grant and the date of death shall also be considered a complete twelve-month period for purposes of this pro-ration methodology), divided by the total number of twelve-month periods between the Date of Grant and the particular, scheduled vesting date. Any fractional right to a share of Common Stock that results from applying the pro rata methodology described herein shall be rounded up to a right to a whole share. Notwithstanding anything in the Plan to the contrary, unless otherwise provided by the Administrator, this acceleration of the vesting will also apply to any RSUs or Restricted Stock Grants the Committee has designated as covered by Performance Objectives for purposes of complying with Code Section 162(m).

(iii) With respect to any Award other than an Option, SAR, RSU or Restricted Stock Grant, all unvested portions of the Award shall be immediately forfeited without consideration, unless otherwise provided by the Administrator.

(e) Disability. Upon termination of employment by reason of the Participant’s Disability, all unvested portions of any outstanding Awards shall be immediately forfeited without consideration. The vested portion of any Option or SAR will remain outstanding and, subject to the term of the Option or SAR, may be exercised by the Participant at any time until the first anniversary of the Participant’s termination of employment for Disability. The vested portion of any Award other than an Option or SAR shall be settled upon termination of employment.

(f) Gross Misconduct. Upon termination of employment by reason of the Participant’s Gross Misconduct, as determined by the Administrator, all unexercised Options and SARs, unvested portions of RSUs, unvested portions of Restricted Stock Grants and any Other Stock-Based Awards granted under the Plan shall terminate and be forfeited immediately without consideration. Without limiting the foregoing provision, a Participant’s termination of employment shall be deemed to be a termination of employment by reason of the Participant’s Gross Misconduct if, after the Participant’s employment has terminated, facts and circumstances are discovered or confirmed that would have justified a termination for Gross Misconduct.

(g) Post-Termination Covenants. Notwithstanding any other provision in the Plan, to the extent any Award may remain outstanding under the terms of the Plan after termination of the Participant’s employment, the Award will nevertheless expire as of the date that the former Employee or Director violates any covenant not to compete or any other post-employment covenant (including without limitation any nonsolicitation, nonpiracy of employees, nondisclosure, nondisparagement, works-made-for-hire or similar covenants) in effect between the Company and/or any Subsidiary thereof, on the one hand, and the former Employee or Director on the other hand, as determined by the Administrator.

(h) Leave of Absence. To the extent approved by the Administrator (either specifically or pursuant to rules adopted by the Administrator), the active employer-employee or other active service-providing relationship between the Participant and the Company or an

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Eligible Subsidiary shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; or (iii) any other leave of absence. For the avoidance of doubt, the Administrator, in its sole discretion, may determine that a Participant’s leave of absence to complete a course of study will not constitute termination of employment for purposes of the Plan. Further, during any approved leave of absence, the Administrator shall have sole discretion to provide (either specifically or pursuant to rules adopted by the Administrator) that the vesting of any Awards held by the Participant shall be frozen as of the first day of the leave (or as of any subsequent day during such leave, as applicable), and shall not resume until and unless the Participant returns to active employment prior to the expiration of the term (if any) of the Awards, subject to any requirements of applicable laws or contract. The Administrator, in its sole discretion, will determine all questions of whether particular terminations or leaves of absence are terminations of active employment or service.

12. Award Agreements. The Administrator will communicate the material terms and conditions of an Award to the Participant in any form it deems appropriate, which may include the use of an Award agreement that the Administrator may require the Participant to sign. To the extent the Award agreement is inconsistent with the Plan, the Plan will govern. The Award agreements may contain special rules, particularly for Participants located outside the United States. To the extent the Administrator determines not to document the terms and conditions of an Award in an Award agreement, the terms and conditions of the Award shall be as set forth in the Plan and in the Administrator’s records.

13. Award Holder. During the Participant’s lifetime and except as provided under Section 21 below, only the Participant or his/her duly appointed guardian may exercise or hold an Award (other than nonforfeitable shares of Common Stock). After the Participant’s death, the personal representative of his or her estate or any other person authorized under a will or under the laws of descent and distribution may exercise any then exercisable portion of an Award or hold any then nonforfeitable portion of any Award. If someone other than the original Participant seeks to exercise or hold any portion of an Award, the Administrator may request such proof as it may consider necessary or appropriate of the person’s right to exercise or hold the Award.

14. Performance Rules.

(a) General. Subject to the terms of the Plan, the Committee will have the authority to establish and administer performance-based grant and/or vesting conditions and Performance Objectives with respect to such Awards as it considers appropriate, which Performance Objectives must be satisfied, as determined by the Committee, before the Participant receives or retains an Award or before the Award becomes nonforfeitable. Where such Awards are granted to Covered Employees, the Committee (as described in Section 4(b) of the Plan) may designate the Awards as subject to the requirements of Code Section 162(m), in which case the provisions of the Awardsare intended to conform with all provisions of Code Section 162(m) to the extent necessary to allow the Company to claim a Federal income tax deduction for the Awards as “qualified performance based compensation.” However, the Committee retains the sole discretion to grant Awards that do not so qualify and to determine the terms and conditions of such Awards including any performance-based vesting conditions that shall apply to such Awards. Notwithstanding satisfaction of applicable Performance Objectives, the number of shares of Common Stock or other benefits received under an Award that are otherwise earned upon

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satisfaction of such Performance Objectives may be reduced by the Committee (but not increased) on the basis of such further considerations that the Committee in its sole discretion shall determine. No Award subject to Code Section 162(m) shall be paid or vest, as applicable, unless and until the date that the Committee has certified, in the manner prescribed by Code Section 162(m), the extent to which the Performance Objectives for the Performance Period have been attained and has made its decisions regarding the extent, if any, of a reduction of such Award.

(b) Performance Objectives. Performance Objectives will be based exclusively on any one of, or a combination of, the following performance-based measures determined based on the Company and its Subsidiaries on a group-wide basis or on the basis of Subsidiary, platform, division, operating unit and/or other business unit results (subject to the Committee’s exercise of negative discretion): (i) earnings per share (on a fully diluted or other basis), (ii) stock price targets or stock price maintenance, (iii) total shareholder return, (iv) return on capital, return on invested capital or return on equity; (v) pretax or after tax net income, (vi) working capital, (vii) earnings before interest and taxes, (viii) earnings before interest, taxes, depreciation, and amortization (EBITDA), (ix) operating income, (x) free cash flow, (xi) cash flow, (xii) revenue or core revenue, (xiii) gross profit margin, operating profit margin, gross or operating margin improvement or core operating margin improvement, or (xiv) strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, market share or geographic business expansion goals, cost targets, or objective goals relating to acquisitions or divestitures.

The Committee shall determine whether such Performance Objectives are attained, and such determination will be final and conclusive. Each Performance Objective may be expressed in absolute and/or relative terms or ratios and may be based on or use comparisons with internal targets, the past performance of the Company (including the performance of one or more Subsidiaries, platforms, divisions, operating units and/or other business units) and/or the past or current performance of unrelated companies. Without limiting the foregoing, in the case of earnings-based measures, Performance Objectives may use comparisons relating to capital (including, but not limited to, the cost of capital), cash flow, free cash flow, shareholders’ equity, shares outstanding, assets and/or net assets.

For Awards intended to comply with Code Section 162(m), the measures used in setting Performance Objectives under the Plan for any given Performance Period will, to the extent applicable, be determined in accordance with generally accepted accounting principles (“GAAP”) and in a manner consistent with the methods used in the Company’s audited financial statements, without regard to (1) extraordinary or nonrecurring items in accordance with GAAP, (2) the impact of any change in accounting principles that occurs during the Performance Period (or that occurred during any period that the Performance Period is being compared to) and the cumulative effect thereof (provided that the Committee may (as specified by the Committee within the Applicable Period) either apply the changed accounting principle to all periods referenced in the Award, or exclude the changed accounting principle from all periods referenced in the Award), (3) goodwill and other intangible impairment charges, (4) gains or charges associated with discontinued operations or with the obtaining or losing control of a business, (5) gains or charges related to the sale or impairment of assets, (6) (i) all transaction costs directly

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related to acquisitions, (ii) all restructuring charges directly related to acquisitions and incurred within two years of the acquisition date, (iii) all charges and gains arising from the resolution of acquisition-related contingent liabilities identified as of the acquisition date, and (iv) all other charges directly related to acquisitions and incurred within two years of the acquisition date, (7) the impact of any discrete income tax charges or benefits identified during the Performance Period (or during any period that the Performance Period is being compared to), and (8) other objective income, expense, asset, liability and/or cash flow adjustments as may be consistent with the purposes of the Performance Objectives set for the given Performance Period and specified by the Committee within the Applicable Period; provided, that with respect to the gains and charges referred to in sections (3), (4), (5), (6)(iii), 6(iv) and (7), only gains or charges that individually or as part of a series of related items exceed $10 million in aggregate during the Performance Period and any period that the Performance Period is being compared to are excluded; and provided further that the Committee in its sole discretion and within the Applicable Period may determine that any or all of the carve-outs described in subsections (1) through (7) shall not be excluded from the measures used to determine the Performance Objectives for a particular Performance Period or shall be modified, and/or may determine to exclude other items from such measures for such Performance Period. In addition to the Performance Objectives established for any Award that is intended to comply with Code Section 162(m) and any time-based vesting provisions that may apply to such Award, any Award that is intended to comply with Code Section 162(m) shall not vest under its terms unless the Company has first achieved four consecutive fiscal quarters of positive net income during the period between the grant date and the tenth anniversary of the grant date and the Administrator has certified that such performance has been satisfied.

15. Adjustments upon Changes in Capital Stock. Subject to any required action by the Company (which it shall promptly take) or its stockholders, and subject to the provisions of applicable corporate law, if, after the Date of Grant of an Award, the outstanding shares of Common Stock increase or decrease or change into or are exchanged for a different number or kind of security by reason of any recapitalization, reclassification, stock split, reverse stock split, combination of shares, exchange of shares, stock dividend, or other distribution payable in capital stock, or some other increase or decrease in such Common Stock occurs without the Company’s receiving consideration, the Administrator will make a proportionate and appropriate adjustment in the following in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan: (a) the number of shares of Common Stock underlying each outstanding Award; (b) the number of shares of Common Stock which thereafter may be made the subject of Awards including the limit specified in Section 5(a) regarding the number of shares available for Awards granted in any form other than Options or SARs; and (c) the number and type of shares of Common Stock specified as the annual per-Participant limitation under Section  5(b). Unless the Administrator determines another method would be appropriate, any such adjustment to an Option or SAR will not change the total price with respect to shares of Common Stock underlying the unexercised portion of an Option or SAR but will include a corresponding proportionate adjustment in the Option’s or SAR’s Exercise Price.

In the event of a declaration of an extraordinary dividend on the Common Stock payable in a form other than Common Stock in an amount that has a material effect on the price of the Common Stock, the Administrator shall make such adjustments as it, in its sole discretion, deems appropriate to the items set forth in subsections (a) – (c) in the preceding paragraph.

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Any issue by the Company of any class of preferred stock, or securities convertible into shares of common or preferred stock of any class, will not affect, and no adjustment by reason thereof will be made with respect to, the number of shares of Common Stock subject to any Award or the Exercise Price except as this Section 15 specifically provides. The grant of an Award under the Plan will not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or to consolidate, or to dissolve, liquidate, sell, or transfer all or any part of its business or assets.

16. Substantial Corporate Change.

(a) Definition. A Substantial Corporate Change means the consummation of:

(i) the dissolution or liquidation of the Company; or

(ii) the merger, consolidation, or reorganization of the Company with one or more corporations, limited liability companies, partnerships or other entities in which the Company is not the surviving entity (other than a merger, consolidation or reorganization which would result in the voting securities of the Company outstanding immediately prior to such event continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger, consolidation or reorganization and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity); or

(iii) the sale of all or substantially all of the assets of the Company to another person or entity; or

(iv) any transaction (including a merger or reorganization in which the Company survives) approved by the Board that results in any person or entity (other than any affiliate of the Company as defined in Rule 144(a)(1) under the Securities Act) owning 100% of the combined voting power of all classes of stock of the Company.

(b) Treatment of Awards. Upon a Substantial Corporate Change, the Plan and any forfeitable portions of the Awards will terminate unless provision is made in writing in connection with such transaction for the assumption or continuation of outstanding Awards, or the substitution for such Awards of any options or grants covering the stock or securities of a successor employer corporation, or a parent or subsidiary of such successor, with appropriate adjustments as to the number and kind of shares of stock and prices, in which event the Awards will continue in the manner and under the terms so provided. Unless the Board determines otherwise, if an Award would otherwise terminate pursuant to the preceding sentence, the Administrator will either:

(i) provide that Optionees or holders of SARs will have the right, at such time before the consummation of the transaction causing such termination as the Board reasonably designates, to exercise any unexercised portions of an Option or SAR, whether or not they had previously become exercisable; or

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(ii) for any Awards, cause the Company, or agree to allow the successor, to cancel each Award after payment to the Participant of an amount in cash, cash equivalents, or successor equity interests substantially equal to the Fair Market Value under the transaction (minus, for Options and SARs, the Exercise Price for the shares covered by the Option or SAR (and for any Awards, where the Board or the Administrator determines it is appropriate, any required tax withholdings)).

17. Employees Outside the United States. To comply with the laws in other countries in which the Company or any of its Subsidiaries operates or has Employees, the Administrator, in its sole discretion, shall have the power and authority to:

(a) Determine which Subsidiaries shall be covered by the Plan;

(b) Determine which Employees outside the United States are eligible to participate in the Plan;

(c) Either initially or by amendment, modify the terms and conditions of any Award granted to any Employee outside the United States;

(d) Either initially or by amendment, establish sub-plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; and

(e) Either initially or by amendment, take any action that it deems advisable to obtain approval or comply with any applicable government regulatory exemptions or approvals. 

Although in establishing such sub-plans, terms or procedures, the Company may endeavor to (i) qualify an Award for favorable foreign tax treatment or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment.  The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan.

18. Legal compliance. The granting of Awards and the issuance of shares of Common Stock under the Plan shall be subject to compliance with all applicable requirements imposed by federal, state, local and foreign securities laws and other laws, rules, and regulations, and by any applicable regulatory agencies or stock exchanges. The Company shall have no obligation to issue shares of Common Stock issuable under the Plan or deliver evidence of title for shares of Common Stock issued under the Plan prior to obtaining any approvals from governmental agencies that the Company determines are necessary, and completion of any registration or other qualification of the shares of Common Stock under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary. To that end, the Company may require the Participant to take any reasonable action to comply with such requirements before issuing such shares of Common Stock. No provision in the Plan or action taken under it authorizes any action that is otherwise prohibited by federal, state, local or foreign laws, rules, or regulations, or by any applicable regulatory agencies or stock exchanges.

The Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and all regulations and rules the U.S. Securities and Exchange Commission issues under those laws. Notwithstanding anything in the Plan to the contrary, the Administrator

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must administer the Plan, and Awards may be granted, vested and exercised, only in a way that conforms to such laws, rules, and regulations.

19. Purchase for Investment and Other Restrictions. Unless a registration statement under the Securities Act covers the shares of Common Stock a Participant receives under an Award, the Administrator may require, at the time of such grant and/or exercise and/or lapse of restrictions, that the Participant agree in writing to acquire such shares for investment and not for public resale or distribution, unless and until the shares subject to the Award are registered under the Securities Act. Unless the shares of Common Stock are registered under the Securities Act, the Participant must acknowledge:

(a) that the shares of Common Stock received under the Award are not so registered;

(b) that the Participant may not sell or otherwise transfer the shares of Common Stock unless the shares have been registered under the Securities Act in connection with the sale or transfer thereof, or counsel satisfactory to the Company has issued an opinion satisfactory to the Company that the sale or other transfer of such shares is exempt from registration under the Securities Act; and

(c) such sale or transfer complies with all other applicable laws, rules, and regulations, including all applicable federal, state, local and foreign securities laws, rules and regulations.

Additionally, the Common Stock, when issued under an Award, will be subject to any other transfer restrictions, rights of first refusal, and rights of repurchase set forth in or incorporated by reference into other applicable documents, including the Company’s articles or certificate of incorporation, by-laws, or generally applicable stockholders’ agreements.

The Administrator may, in its sole discretion, take whatever additional actions it deems appropriate to comply with such restrictions and applicable laws, including placing legends on certificates and issuing stop-transfer orders to transfer agents and registrars.

20. Tax Withholding. The Participant must satisfy all applicable Federal, state, local and, if applicable, foreign income and employment tax and social insurance withholding requirements before the Company will deliver stock certificates or otherwise recognize ownership or nonforfeitability under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company does not or cannot withhold from the Participant’s compensation, the Participant must pay the Company, with a cashier’s check or certified check or by wire transfer of immediately available funds, the full amounts required for withholding. Payment of withholding obligations is due at the same time as is payment of the Exercise Price or lapse of restrictions, as applicable. If the Administrator so determines, the Participant shall instead satisfy the withholding obligations at the Administrator’s election (a) by directing the Company to retain shares of Common Stock from the Option or SAR exercise, RSU vesting or release of the Award, (b) by directing the Company to sell or arrange for the sale of shares of Common Stock that the Participant acquires at the Option or SAR exercise or release of the Award, (c) by tendering previously owned shares of Common Stock, (d) by attesting to his or her ownership of shares of Common Stock (with the distribution of net shares), or (e) by having a broker tender to the Company cash equal to the withholding taxes, subject in each case to a withholding of no more than the minimum applicable tax withholding rate.

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21. Transfers, Assignments or Pledges. Unless the Administrator otherwise approves in advance in writing or as set forth below, an Award may not be assigned, pledged, or otherwise transferred in any way, whether by operation of law or otherwise or through any legal or equitable proceedings (including bankruptcy), by the Participant to any person, except by will or by operation of applicable laws of descent and distribution. If necessary to comply with Rule 16b-3 under the Exchange Act, the Participant may not transfer or pledge shares of Common Stock acquired under an Award until at least six months have elapsed from (but excluding) the Date of Grant, unless the Administrator approves otherwise in advance in writing. The Administrator may, in its sole discretion, expressly provide that a Participant may transfer his or her Award, without receiving consideration, to (a) members of the Participant’s immediate family, children, grandchildren, or spouse, (b) a trust in which the Participant and/or such family members collectively have more than 50% of the beneficial interest, or (c) any other entity in which the Participant and/or such family members own more than 50% of the voting interests.

22. Amendment or Termination of Plan and Awards. The Board may amend, suspend, or terminate the Plan at any time, without the consent of the Participants or their beneficiaries; provided, however, that no amendment may have a material adverse effect on any Participant or beneficiary with respect to any previously declared Award, unless the Participant’s or beneficiary’s consent is obtained. Except as required by law or by Section 16 above in the event of a Substantial Corporate Change, the Administrator may not, without the Participant’s or beneficiary’s consent, modify the terms and conditions of an Award so as to have a material adverse effect on the Participant or beneficiary. Notwithstanding the foregoing to the contrary, the Board reserves the right, to the extent it deems necessary or advisable in its sole discretion, to unilaterally modify the Plan and any Awards made thereunder to ensure all Awards and Award agreements provided to Participants who are U.S. taxpayers are made in such a manner that either qualifies for exemption from or complies with Code Section 409A including, but not limited to, the ability to increase the exercise or purchase price of an Award (without the consent of the Participant) to the Fair Market Value on the date the Award was granted; provided, however that the Company makes no representations that the Plan or any Awards will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Plan or any Award made thereunder.

23. Privileges of Stock Ownership. No Participant and no beneficiary or other person claiming under or through such Participant will have any right, title, or interest in or to any shares of Common Stock allocated or reserved under the Plan or subject to any Award except as to such shares of Common Stock, if any, that have been issued to such Participant.

24. Effect on Outstanding Awards. All awards outstanding under the 1998 Plan will remain subject to the terms of the 1998 Plan; provided, however, that limitations imposed on such options by Rule 16b-3 will continue to apply only to the extent Rule 16b-3 so requires.

25. Effect on Other Plans. Whether receiving or exercising an Award causes the Participant to accrue or receive additional benefits under any pension or other plan is governed solely by the terms of such other plan.

26. Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a Director, Employee, or agent of the Company or any of its Subsidiaries shall be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan, nor shall such individual be personally

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liable because of any contract or other instrument he or she executes in such other capacity. The Company will indemnify and hold harmless each Director, Employee, or agent of the Company or any of its Subsidiaries to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning this Plan unless arising out of such person’s own fraud or bad faith.

27. No Employment Contract. Nothing contained in this Plan constitutes an employment contract between the Company and any Participant. The Plan does not give any Participant any right to be retained in the Company’s employ, nor does it enlarge or diminish the Company’s right to terminate the Participant’s employment.

28. Governing Law. The laws of the State of Delaware (other than its choice of law provisions) govern this Plan and its interpretation. Any dispute that arises with respect to this Plan or any Award granted under this Plan shall be conducted in the courts of New Castle County in the State of Delaware, or the United States Federal court for the District of Delaware.

29. Duration of Plan. The Plan as it is proposed to be amended and restated shall become effective upon its approval by Company shareholders and except as otherwise expressly provided by the Administrator shall govern all Awards previously or subsequently granted hereunder. Unless the Board extends the Plan’s term, the Administrator may not grant Awards under the Plan after May 15, 2020. The Plan will then continue to govern unexercised and unexpired Awards. No additional Awards shall be granted under the Company’s 1998 Plan.

30. Recoupment. Any Award granted under the Plan on or after March 15, 2009 is subject to the terms of the Danaher Corporation Recoupment Policy as it exists from time to time (a copy of the Recoupment Policy as it exists from time to time is available on Danaher’s internal website) if and to the extent such Policy by its terms applies to such Award, and to the terms required by applicable law.

31. Section 409A Requirements. Notwithstanding anything to the contrary in this Plan or any Award agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided to a participant under this Plan and any Award. It is the intention of the Company that this Plan and each Award agreement issued under the Plan shall comply with and be interpreted in accordance with Code Section 409A, the US Department of Treasury regulations, and any other guidance issued thereunder. For purposes of Code Section 409A, each “payment” (as defined by Code Section 409A) made under this Plan or an Award shall be considered a “separate payment.” In addition, for purposes of Code Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Code Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the participant’s “separation from service” (as defined for purposes of Code Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.

If the participant is a “specified employee” as defined in Code Section 409A (and as applied according to procedures of the Company and its affiliates) as of his or her separation from service, to the extent any payment under this Plan or an Award constitutes deferred compensation

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(after taking into account any applicable exemptions from Code Section 409A), and to the extent required by Code Section 409A, no payments due under this Plan or an Award may be made until the earlier of: (i) the first day of the seventh month following the participant’s separation from service, or (ii) the participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the participant’s separation from service. If this Plan or any Award fails to meet the requirements of Code Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the participant by Code Section 409A, and the participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Code Section 409A.

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EX-10.2

Exhibit 10.2

DANAHER CORPORATION

2007 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

(Non-Employee Directors)

Unless otherwise defined herein, the terms defined in the Danaher Corporation 2007 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”).

I.NOTICE OF STOCK OPTION GRANT

Name:

Participant ID:

The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows:

Date of Grant
Exercise Price per Share	$
Total Number of Shares Granted
Type of Option	Nonstatutory Stock Option
Expiration Date	Tenth anniversary of Date of Grant
Vesting Schedule	100% vested upon grant

II.AGREEMENT

1.Grant of Option. The Company hereby grants to the Optionee named in this Notice of Stock Option Grant (the “Optionee”), an option (the “Option”) to purchase the number of shares (the “Shares”) set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and conditions of this Agreement and the Plan, which are incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail.

2.Exercise of Option.

(a)Right to Exercise. This Option shall be exercisable during its term in accordance with the applicable provisions of the Plan and this Agreement.

(b)Method and Time of Exercise. This Option shall be exercisable by any method made available from time to time by the external third party administrator of the Option awards. An exercise may be made with respect to whole Shares only, and not for a fraction of a Share. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. The Compensation Committee (the “Committee”) of the Company’s Board of Directors may require the Optionee to take any reasonable action in order to comply with any such rules or regulations. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Shares.

(c)Acknowledgment of Potential Securities Law Restrictions. Unless a registration statement under the Securities Act covers the Shares issued upon exercise of an Option, the Committee may require that the Optionee agree in writing to acquire such Shares for investment and not for public resale or distribution, unless and until the Shares subject to the Award are registered under the Securities Act. The Committee may also require the Optionee to acknowledge that he or she shall not sell or transfer such Shares except in compliance with all applicable laws, and may apply such other restrictions as it deems appropriate. The Optionee acknowledges that the U.S. federal securities laws prohibit trading in the stock of the Company by persons who are in possession of material, non-public information, and also acknowledges and understands the other restrictions set forth in the Company’s Insider Trading Policy.

(d)    Fractional Shares. The Company will not issue fractional shares of Common Stock upon the exercise of an Option. Any fractional share will be rounded up and issued to the Optionee in a whole share.

(e)    Automatic Exercise Upon Expiration Date. Notwithstanding any other provision of this Agreement (other than this Section), on the last trading day on which all or a portion of the outstanding Option may be exercised, if as of the close of trading on such day the then Fair Market Value of a share of Common Stock exceeds the per share Exercise Price of the Option by at least $.01 (such expiring portion of the Option that is so in-the-money, an “Auto-Exercise Eligible Option”), Optionee will be deemed to have automatically exercised such Auto-Exercise Eligible Option (to the extent it has not previously been exercised or forfeited) as of the close of trading in accordance with the provisions of this Section. In the event of an automatic exercise pursuant to this Section, the Company will reduce the number of shares of Common Stock issued to Optionee upon such automatic exercise of the Auto-Exercise Eligible Option in an amount necessary to satisfy (1) Optionee’s Exercise Price obligation for the Auto-Exercise Eligible Option, and (2) the minimum, applicable Federal, state, local and, if applicable, foreign income and employment tax and social insurance withholding requirements arising upon the automatic exercise in accordance with the procedures of Section 6(f) of the Plan (unless the Administrator deems that a different method of satisfying the tax withholding obligations is practicable and advisable), in each case based on the Fair Market Value of the Common Stock as of the close of trading on the date of exercise. Optionee may notify the Plan record-keeper in writing in advance that Optionee does not wish for the Auto-Exercise Eligible Option to be exercised. This Section shall not apply to the Option to the extent that this Section causes the Option to fail to qualify for favorable tax treatment under applicable law. In its discretion, the Company may determine to cease automatically exercising Options at any time.

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3.Method of Payment. Unless the Committee consents otherwise, payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a)cash, delivered to the external third party administrator of the Option awards in any methodology permitted by such third party administrator;

(b)payment under a cashless exercise program approved by the Company or through a broker-dealer sale and remittance procedure pursuant to which the Optionee (i) shall provide written instructions to a licensed broker acceptable to the Company and acting as agent for the Optionee to effect the immediate sale of some or all of the purchased Shares and to remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased Shares and (ii) shall provide written direction to the Company to deliver the purchased Shares directly to such brokerage firm in order to complete the sale transaction; or

(c)surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the exercised Shares.

4.Termination.

(a)    General. In the event the Optionee’s active service-providing relationship with the Company terminates for any reason (other than death or Retirement) whether or not in breach of applicable labor laws, Optionee’s right to receive options under the Plan shall terminate as of the date of termination. The Committee shall have discretion to determine whether the Optionee has ceased actively providing services to the Company or Eligible Subsidiary, and the effective date on which such active service-providing relationship terminated. The Optionee’s active service-providing relationship will not be extended by any notice period mandated under applicable law (e.g., shall not include a period of “garden leave”, paid administrative leave or similar period pursuant to applicable law) and in the event of an Optionee’s termination (whether or not in breach of applicable labor laws), Optionee’s right to exercise any Option after termination, if any, shall be measured by the date of termination of active service and shall not be extended by any notice period mandated under applicable law. Unless the Committee provides otherwise termination will include instances in which the Optionee is terminated and immediately hired as an independent contractor.

(b)    General Termination Rule. In the event the Optionee’s active service-providing relationship with the Company terminates for any reason (other than death, Disability, Retirement or Gross Misconduct), whether or not in breach of applicable labor laws, the Optionee shall have a period of 90 days, commencing with the date the Optionee is no longer actively providing services to the Company, to exercise the vested portion of any outstanding Options, subject to the Expiration Date of the Option. However, if the exercise of an Option following Optionee’s termination (to the extent such post-termination exercise is permitted under Section 11(a) of the Plan) is not covered by an effective registration statement on file with the U.S. Securities and Exchange Commission, then the Option will terminate upon the later of (i) thirty (30) days after such exercise becomes covered by an effective registration statement, or (ii) the end of the original post-termination exercise period, but in no event may an Option be exercised after the Expiration Date of the Option.

(b)    Death. Upon Optionee’s death prior to termination, all unexpired Options may be exercised for a period of twelve (12) months thereafter (subject to the Expiration Date of the Option) by the

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personal representative of the Optionee’s estate or any other person to whom the Option is transferred under a will or under the applicable laws of descent and distribution.

(c)    Disability. In the event the Optionee’s active service-providing relationship with the Company terminates by reason of the Optionee’s Disability, all unvested Options shall be automatically forfeited by the Optionee as of the date of termination and the Optionee shall have until the first anniversary of the termination of Optionee’s active service-providing relationship for Disability (subject to the Expiration Date of the Option) to exercise the vested portion of any outstanding Options.

(d)    Normal Retirement. In the event the Optionee voluntarily terminates his or her active service-providing relationship with the Company at or after reaching age 65, the Optionee’s Options shall remain outstanding and may be exercised up until the fifth anniversary of the Normal Retirement date (or if earlier, up until the Expiration Date of the Option).

(e)    Early Retirement. In the event the Optionee voluntarily terminates his or her active service-providing relationship with the Company and the Committee determines that the cessation of Optionee’s active service-providing relationship constitutes Early Retirement, the Optionee’s Options shall remain outstanding and may be exercised up until the fifth anniversary of the Early Retirement date (or if earlier, up until the Expiration Date of the Option). The Optionee acknowledges and agrees that the grant of Early Retirement treatment is in the sole and absolute discretion of the Committee and that the Committee in its sole and absolute discretion may grant Early Retirement treatment with respect to all, a specified portion, or none of the Optionee’s Options.

(f)    Gross Misconduct. If the Optionee is terminated as an Eligible Director by reason of Gross Misconduct, the Optionee’s unexercised Options shall terminate immediately as of the time of termination, without consideration. The Optionee acknowledges and agrees that the Optionee’s termination shall also be deemed to be a termination by reason of the Optionee’s Gross Misconduct if, after the Optionee’s active service-providing relationship has terminated, facts and circumstances are discovered or confirmed by the Company that would have justified a termination for Gross Misconduct.

(g)    Violation of Post-Termination Covenant. To the extent that any of the Optionee’s Options remain outstanding under the terms of the Plan or this Agreement after termination of the Optionee’s active service-providing relationship, such Options shall nevertheless expire as of the date the Optionee violates any covenant not to compete or similar covenant that exists between the Optionee on the one hand and the Company or any subsidiary of the Company, on the other hand.

(h)    Substantial Corporate Change. Upon a Substantial Corporate Change, the Optionee’s outstanding Options will terminate unless provision is made in writing in connection with such transaction for the assumption or continuation of the Options, or the substitution for such Options of any options or grants covering the stock or securities of a successor employer corporation, or a parent or subsidiary of such successor, with appropriate adjustments as to the number and kind of shares of stock and prices, in which event the Options will continue in the manner and under the terms so provided.

5.Non-Transferability of Option; Term of Option.

(a)Unless the Committee determines otherwise in advance in writing, this Option may not be transferred in any manner otherwise than by will or by the applicable laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee and/or by his or her duly appointed

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guardian. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs and permitted successors and assigns of the Optionee.

(b)Notwithstanding any other term in this Agreement, this Option may be exercised only prior to the Expiration Date set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Agreement.

6.Amendment of Option or Plan. The Plan and this Agreement constitute the entire understanding of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. Optionee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. The Company’s Board may amend, modify or terminate the Plan or any Option in any respect at any time; provided, however, that modifications to this Agreement or the Plan that materially and adversely affect the Optionee’s rights hereunder can be made only in an express written contract signed by the Company and the Optionee. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement and Optionee’s rights under outstanding Options as it deems necessary or advisable, in its sole discretion and without the consent of the Optionee, (1) upon a Substantial Corporate Change, (2) as required by law, or (3) to comply with Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection with this award of Options.

7.Tax Obligations.

(a)    Taxes. Regardless of any action the Company takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related items (“Tax Related Items”), the Optionee acknowledges that the ultimate liability for all Tax Related Items associated with the Option is and remains the Optionee’s responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents; and (ii) does not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax Related Items.

(b)    Code Section 409A. Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Options granted to Optionees who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the Options shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any Options granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Optionee by Section 409A, and the Optionee shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A.

Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided to the Optionee under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall

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be considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Optionee’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.

If the Optionee is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) the first day of the seventh month following the Optionee’s separation from service, or (ii) the Optionee’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the Optionee’s separation from service.

8.Rights as Shareholder. Until all requirements for exercise of the Option pursuant to the terms of this Agreement and the Plan have been satisfied, the Optionee shall not be deemed to be a shareholder or to have any of the rights of a shareholder with respect to any Shares.

9.No Right to Continue as Eligible Director. Nothing in the Plan or this Agreement shall confer upon the Optionee any right to continuation as an Eligible Director.

10.Board Authority. The Board and/or the Committee shall have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of the Agreement as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether any Options have vested). All interpretations and determinations made by the Board and/or the Committee in good faith shall be final and binding upon Optionee, the Company and all other interested persons and such determinations of the Board and/or the Committee do not have to be uniform nor do they have to consider whether optionees are similarly situated. No member of the Board and/or the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement.

11.Headings. The captions used in this Agreement and the Plan are inserted for convenience and shall not be deemed to be a part of the Option for construction and interpretation.

12.Electronic Delivery.

(a)    If the Optionee executes this Agreement electronically, for the avoidance of doubt Optionee acknowledges and agrees that his or her execution of this Agreement electronically (through an on-line system established and maintained by the Company or a third party designated by the Company, or otherwise) shall have the same binding legal effect as would execution of this Agreement in paper form. Optionee acknowledges that upon request of the Company he or she shall also provide an executed, paper form of this Agreement.

(b)    If the Optionee executes this Agreement in paper form, for the avoidance of doubt the parties acknowledge and agree that it is their intent that any agreement previously or subsequently entered

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into between the parties that is executed electronically shall have the same binding legal effect as if such agreement were executed in paper form.

(c)    If Optionee executes this Agreement multiple times (for example, if the Optionee first executes this Agreement in electronic form and subsequently executes the Agreement in paper form), the Optionee acknowledges and agrees that (i) no matter how many versions of this Agreement are executed and in whatever medium, this Agreement only evidences a single grant of Options relating to the number of Shares set forth in the Notice of Stock Option Grant and (ii) this Agreement shall be effective as of the earliest execution of this Agreement by the parties, whether in paper form or electronically, and the subsequent execution of this Agreement in the same or a different medium shall in no way impair the binding legal effect of this Agreement as of the time of original execution.

(d)    The Company may, in its sole discretion, decide to deliver by electronic means any documents related to the Option, to participation in the Plan, or to future awards granted under the Plan, or otherwise required to be delivered to the Optionee pursuant to the Plan or under applicable law, including but not limited to, the Plan, the Agreement, the Plan prospectus and any reports of the Company generally provided to shareholders. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to the Company’s intranet or the internet site of a third party involved in administering the Plan, the delivery of documents via electronic mail (“e-mail”) or such other means of electronic delivery specified by the Company. By executing this Agreement, the Optionee hereby consents to receive such documents by electronic delivery. At the Optionee’s written request to the Secretary of the Company, the Company shall provide a paper copy of any document at no cost to the Optionee.

13.Data Privacy. Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her Data (as defined below) by and among, as necessary and applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan and in the Company’s Amended 1998 Plan.

Optionee understands that the Company may hold certain personal information about Optionee, including, but not limited to, Optionee’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, and job title, any Common Stock or directorships held in the Company, and details of the Option or any other option or other entitlement to Shares, canceled, exercised, vested, unvested or outstanding in Optionee’s favor, for the purpose of implementing, administering and managing the Plan and/or the Amended 1998 Plan (“Data”). Optionee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan and/or the Amended 1998 Plan, that these recipients may be located in Optionee’s country or elsewhere, including outside the European Economic Area, and that the recipients’ country may have different data privacy laws and protections than Optionee’s country. Optionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Optionee’s participation in the Plan and/or in the Amended 1998 Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Optionee may elect to deposit any Shares acquired upon exercise of the Option or any other option or other entitlement to Shares.

Optionee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Optionee understands that Data shall be held as long as is reasonably necessary to implement, administer and manage his or her participation in the Plan and/or the Amended 1998 Plan, and he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any

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necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Optionee understands, however, that refusing or withdrawing such consent may affect his or her ability to participate in the Plan and/or the Amended 1998 Plan. In addition, Optionee understands that the Company and its Subsidiaries have separately implemented procedures for the handling of Data which the Company believes permits the Company to use the Data in the manner set forth above notwithstanding Optionee’s withdrawal of such consent. For more information on the consequences of refusal to consent or withdrawal of consent, Optionee understands that he or she may contact his or her local human resources representative.

14.Waiver of Right to Jury Trial. Each party, to the fullest extent permitted by law, waives any right or expectation against the other to trial or adjudication by a jury of any claim, cause or action arising with respect to the Option or hereunder, or the rights, duties or liabilities created hereby.

15.Agreement Severable. In the event that any provision of this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

16.Governing Law and Venue. The laws of the State of Delaware (other than its choice of law provisions) shall govern this Agreement and its interpretation. For purposes of litigating any dispute that arises with respect to this Option, this Agreement or the Plan, the parties hereby submit to and consent to the jurisdiction of the State of Delaware, and agree that such litigation shall be conducted in the courts of New Castle County, or the United States Federal court for the District of Delaware.

17.Nature of Option. In accepting the Option, Optionee acknowledges and agrees that:

(a)    the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, benefits in lieu of options or other equity awards, even if options have been granted repeatedly in the past;

(b)    all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;

(c)    Optionee’s participation in the Plan is voluntary;

(d)    the future value of the underlying Shares is unknown and cannot be predicted with certainty, and if the Shares do not increase in value, the Option will have no value;

(e)    if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;

(f)    in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws and whether or not later found to be invalid) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue or seek remedy for any such claim;

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(g)    the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and

(h)    Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan.

18.    Recoupment. The Options granted pursuant to this Agreement are subject to the terms of the Danaher Corporation Recoupment Policy as it exists from time to time (a copy of the Recoupment Policy as it exists from time to time is available on Danaher’s internal website) (the “Policy”) if and to the extent such Policy by its terms applies to the Options, and to the terms required by applicable law,; and the terms of the Policy and such applicable law are incorporated by reference herein and made a part hereof.

19.    Notices. The Company may, directly or through itsthird party stock plan administrator, endeavor to provide certain notices to Optionee regarding certain events relating to awards that the Optionee may have received or may in the future receive under the 1998 Plan and/or the Plan, such as notices reminding Optionee of the vesting or expiration date of certain awards. Optionee acknowledges and agrees that (1) the Company has no obligation (whether pursuant to this Agreement or otherwise) to provide any such notices; (2) to the extent the Company does provide any such notices to Optionee the Company does not thereby assume any obligation to provide any such notices or other notices; and (3) the Company, its affiliates and the third party stock plan administrator have no liability for, and the Optionee has no right whatsoever (whether pursuant to this Agreement or otherwise) to make any claim against the Company, any of its affiliates or the third party stock plan administrator based on any allegations of, damages or harm suffered by the Optionee as a result of the Company’s failure to provide any such notices or Optionee’s failure to receive any such notices.

20.    Consent and Agreement With Respect to Plans. Optionee (1) acknowledges that the Plan and the prospectus relating thereto are available to Optionee on the website maintained by the Company’s third party stock plan administrator; (2) represents that he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice prior to executing this Agreement and fully understands all provisions of the Agreement and the Plan; (3) accepts this Option subject to all of the terms and provisions thereof; (4) consents and agrees to all amendments that have been made to the Plan since it was adopted in 2007 (and for the avoidance of doubt consents and agrees to each amended term reflected in the Plan as in effect on the date of this Agreement), and consents and agrees that all options and restricted stock units, if any, held by Optionee that were previously granted under the Plan as it has existed from time to time are now governed by the Plan as in effect on the date of this Agreement (except to the extent the Committee has expressly provided that a particular Plan amendment does not apply retroactively); and (5) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.

In addition, in consideration of the Option and by signing/electronically accepting this Agreement, the Optionee agrees as follows with respect to any stock options or restricted stock units held by Optionee that were previously granted under the Company’s 1998 Stock Option Plan as it has existed from time to time: the Optionee (1) acknowledges that the Company’s Board of Directors approved an amended version of the 1998 Stock Option Plan in July 2009 and that the amended version of the 1998 Stock Option Plan (the “Amended 1998 Plan”) and the prospectus relating thereto are available to Optionee on the website maintained by the Company’s third party stock plan administrator; (2) represents that he or she has read the Amended 1998 Plan and the

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prospectus relating thereto and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice and fully understands all provisions of the Amended 1998 Plan; (3) consents and agrees to the Amended 1998 Plan (and for the avoidance of doubt consents and agrees to each amended term reflected in the Amended 1998 Plan); (4) consents and agrees that all options and restricted stock units, if any, held by Optionee that were previously granted under the 1998 Stock Option Plan as it has existed from time to time are now governed by the Amended 1998 Plan as in effect on the date of this Agreement; and (5) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Amended 1998 Plan. Optionee further agrees to notify the Company upon any change in his or her residence address.

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[If the Agreement is signed in paper form, complete and execute the following:]

OPTIONEE	DANAHER CORPORATION
Signature	Signature
Print Name	Print Name
	Title
Residence Address

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EX-10.3

Exhibit 10.3

DANAHER CORPORATION

2007 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Danaher Corporation 2007 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”).

I.NOTICE OF STOCK OPTION GRANT

Name:

Participant ID:

The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows:

Date of Grant
Exercise Price per Share	$
Total Number of Shares Granted
Type of Option	Nonstatutory Stock Option
Expiration Date	Tenth anniversary of Date of Grant
Vesting Schedule:
Time-Based Vesting Criteria	The time-based vesting criteria will be satisfied with respect to ____% of the Options on each of the _____________ anniversaries of the Date of Grant.
Performance Objective:	None

II.AGREEMENT

1.Grant of Option. The Company hereby grants to the Optionee named in this Notice of Stock Option Grant (the “Optionee”), an option (the “Option”) to purchase the number of shares (the “Shares”) set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and conditions of this Agreement and the Plan, which are incorporated herein by reference. Except as set forth in Section 2(c) below, in the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail.

2.Vesting.

(a)    Vesting Schedule. Except as may otherwise be set forth in this Agreement or in the Plan, Options awarded to an Optionee shall not vest until the Optionee (i) satisfies the performance-based vesting criteria (“Performance Objective”), if any, applicable to such Options and (ii) continues to be actively employed with the Company or an Eligible Subsidiary for the periods required to satisfy the time-based vesting criteria (“Time-Based Vesting Criteria”) applicable to such Options. The Performance Objective and Time-Based Vesting Criteria applicable to an Option are collectively referred to as “Vesting Conditions,” and the earliest date upon which all Vesting Conditions are satisfied is referred to as the “Vesting Date.” The Vesting Conditions for an Option received by an Optionee shall be established by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (or by one or more members of Company management, if such power has been delegated in accordance with the Plan and applicable law) and reflected in the account maintained for the Optionee by an external third party administrator of the Option awards. Further, during any approved leave of absence (and without limiting the application of any other rules governing leaves of absence that the Committee may approve from time to time pursuant to the Plan), to the extent permitted by applicable law the Committee shall have discretion to provide that the vesting of the Options shall be frozen as of the first day of the leave and shall not resume until and unless the Optionee returns to active employment prior to the Expiration Date of the Options.

(b)    Performance Objective. The Committee shall determine whether the Performance Objective applicable to an Option has been met, and such determination shall be final and conclusive. Until the Committee has made such a determination, the Performance Objective may not be considered to have been satisfied. Notwithstanding any determination by the Committee that the Performance Objective has been attained with respect to particular Options, such Options shall not be considered to have vested unless and until the Optionee has satisfied the Time-Based Vesting Criteria applicable to such Options.

(c)    Age 65. Notwithstanding anything to the contrary set forth in the Plan, if the Optionee is employed in the European Economic Area as of the Date of Grant (“EU Optionee”), (1) the Plan provisions providing that options held by an optionee upon retirement after age 65 will remain outstanding and continue to vest and be exercisable until the earlier of the fifth anniversary of retirement or the expiration of the award shall not apply to any of the Options awarded pursuant to this Agreement, and (2) with respect to the Options awarded pursuant to this Agreement, the definition of “Early Retirement” for purposes of the Plan and this Agreement shall be modified to

read as follows: “’Early Retirement’ means an employee voluntarily ceases to be an Employee and the Committee determines that the cessation constitutes Retirement for purposes of this Plan. In deciding whether a termination of employment is an Early Retirement, the Committee need not consider the definition under any other Company benefit plan.” For the avoidance of doubt, the attainment of age 65 by an EU Optionee shall confer no rights or benefits with respect to the Options awarded pursuant to this Agreement, and Section 5(e) of this Agreement shall not apply to Options granted under this Agreement to an EU Optionee. The parties to this Agreement expressly acknowledge that this Section 2(c) supersedes any conflicting provisions in the Plan.

(d)    Fractional Shares. The Company will not issue fractional shares of Common Stock upon the exercise of an Option. Any fractional share will be rounded up and issued to the Optionee in a whole share.

3.Exercise of Option.

(a)Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Agreement.

(b)Method and Time of Exercise. This Option shall be exercisable by any method made available from time to time by the external third party administrator of the Option awards. An exercise may be made with respect to whole Shares only, and not for a fraction of a Share. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. The Committee may require the Optionee to take any reasonable action in order to comply with any such rules or regulations. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Shares.

(c)Acknowledgment of Potential Securities Law Restrictions. Unless a registration statement under the Securities Act covers the Shares issued upon exercise of an Option, the Committee may require that the Optionee agree in writing to acquire such Shares for investment and not for public resale or distribution, unless and until the Shares subject to the Award are registered under the Securities Act. The Committee may also require the Optionee to acknowledge that he or she shall not sell or transfer such Shares except in compliance with all applicable laws, and may apply such other restrictions as it deems appropriate. The Optionee acknowledges that the U.S. federal securities laws prohibit trading in the stock of the Company by persons who are in possession of material, non-public information, and also acknowledges and understands the other restrictions set forth in the Company’s Insider Trading Policy.

(d)    Automatic Exercise Upon Expiration Date. Notwithstanding any other provision of this Agreement (other than this Section), on the last trading day on which all or a portion of the outstanding Option may be exercised, if as of the close of trading on such day the then Fair Market Value of a share of Common Stock exceeds the per share Exercise Price of the

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Option by at least $.01 (such expiring portion of the Option that is so in-the-money, an “Auto-Exercise Eligible Option”), Optionee will be deemed to have automatically exercised such Auto-Exercise Eligible Option (to the extent it has not previously been exercised or forfeited) as of the close of trading in accordance with the provisions of this Section. In the event of an automatic exercise pursuant to this Section, the Company will reduce the number of shares of Common Stock issued to Optionee upon such automatic exercise of the Auto-Exercise Eligible Option in an amount necessary to satisfy (1) Optionee’s Exercise Price obligation for the Auto-Exercise Eligible Option, and (2) the minimum, applicable Federal, state, local and, if applicable, foreign income and employment tax and social insurance withholding requirements arising upon the automatic exercise in accordance with the procedures of Section 6(f) of the Plan (unless the Administrator deems that a different method of satisfying the tax withholding obligations is practicable and advisable), in each case based on the Fair Market Value of the Common Stock as of the close of trading on the date of exercise. Optionee may notify the Plan record-keeper in writing in advance that Optionee does not wish for the Auto-Exercise Eligible Option to be exercised. This Section shall not apply to the Option to the extent that this Section causes the Option to fail to qualify for favorable tax treatment under applicable law. In its discretion, the Company may determine to cease automatically exercising Options at any time.

4.Method of Payment. Unless the Committee consents otherwise, payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a)cash, delivered to the external third party administrator of the Option awards in any methodology permitted by such third party administrator;

(b)payment under a cashless exercise program approved by the Company or through a broker-dealer sale and remittance procedure pursuant to which the Optionee (i) shall provide written instructions to a licensed broker acceptable to the Company and acting as agent for the Optionee to effect the immediate sale of some or all of the purchased Shares and to remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased Shares and (ii) shall provide written direction to the Company to deliver the purchased Shares directly to such brokerage firm in order to complete the sale transaction; or

(c)surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the exercised Shares.

5.Termination of Employment.

(a)    General. In the event the Optionee’s active employment or other active service-providing relationship with the Company or an Eligible Subsidiary terminates for any reason (other than (1) for any Optionee, death or Early Retirement, and (2) for an Optionee employed in any country outside the European Economic Area as of the Date of Grant (“Non-EU Optionee”), Normal Retirement) whether or not in breach of applicable labor laws, all unvested Options shall be automatically forfeited by the Optionee as of the date of termination and Optionee’s right to receive options under the Plan shall also terminate as of the date of termination. The Committee

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shall have discretion to determine whether the Optionee has ceased to be actively employed by (or, if the Optionee is a consultant or director, has ceased actively providing services to) the Company or Eligible Subsidiary, and the effective date on which such active employment (or active service-providing relationship) terminated. The Optionee’s active employer-employee or other active service-providing relationship will not be extended by any notice period mandated under applicable law (e.g., active employment shall not include a period of “garden leave”, paid administrative leave or similar period pursuant to applicable law) and in the event of an Optionee’s termination of employment (whether or not in breach of applicable labor laws), Optionee’s right to exercise any Option after termination of employment, if any, shall be measured by the date of termination of active employment or service and shall not be extended by any notice period mandated under applicable law. Unless the Committee provides otherwise (1) termination of the Optionee’s employment will include instances in which the Optionee is terminated and immediately rehired as an independent contractor, and (2) the spin‑off, sale, or disposition of the Optionee’s employer from the Company or an Eligible Subsidiary (whether by transfer of shares, assets or otherwise) such that the Optionee’s employer no longer constitutes an Eligible Subsidiary will constitute a termination of employment or service.

(b)    General Termination Rule. In the event the Optionee’s employment with the Company or an Eligible Subsidiary terminates for any reason (other than (i) in the case of any Optionee, death, Disability, Early Retirement or Gross Misconduct, and (ii) in the case of any Non-EU Optionee, Normal Retirement), whether or not in breach of applicable labor laws, the Optionee shall have a period of 90 days, commencing with the date the Optionee is no longer actively employed, to exercise the vested portion of any outstanding Options, subject to the Expiration Date of the Option. However, if the exercise of an Option following Optionee’s termination of employment (to the extent such post-termination exercise is permitted under Section 11(a) of the Plan) is not covered by an effective registration statement on file with the U.S. Securities and Exchange Commission, then the Option will terminate upon the later of (i) thirty (30) days after such exercise becomes covered by an effective registration statement, or (ii) the end of the original post-termination exercise period, but in no event may an Option be exercised after the Expiration Date of the Option.

(c)    Death. Upon Optionee’s death prior to termination of employment, all unexpired Options shall become fully exercisable and may be exercised for a period of twelve (12) months thereafter (subject to the Expiration Date of the Option) by the personal representative of the Optionee’s estate or any other person to whom the Option is transferred under a will or under the applicable laws of descent and distribution.

(d)    Disability. In the event the Optionee’s employment with the Company or an Eligible Subsidiary terminates by reason of the Optionee’s Disability, all unvested Options shall be automatically forfeited by the Optionee as of the date of termination and the Optionee shall have until the first anniversary of the Optionee’s termination of employment for Disability (subject to the Expiration Date of the Option) to exercise the vested portion of any outstanding Options.

(e)    Normal Retirement. In the event any Non-EU Optionee voluntarily terminates his or her employment with the Company or an Eligible Subsidiary at or after reaching

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age 65, the Non-EU Optionee’s Options shall remain outstanding and shall continue to vest (as to both the Performance Objective and Time-Based Vesting Criteria, as applicable) and subject to satisfaction of all applicable Vesting Conditions may be exercised up until the fifth anniversary of the Normal Retirement date (or if earlier, up until the Expiration Date of the Option).

(f)    Early Retirement. In the event the Optionee voluntarily terminates his or her employment with the Company or an Eligible Subsidiary and the Committee determines that the cessation of Optionee’s employment constitutes Early Retirement, the Optionee’s Options shall remain outstanding and shall continue to vest (as to both the Performance Objective and Time-Based Vesting Criteria, as applicable) and subject to satisfaction of all applicable Vesting Conditions may be exercised up until the fifth anniversary of the Early Retirement date (or if earlier, up until the Expiration Date of the Option). The Optionee acknowledges and agrees that the grant of Early Retirement treatment is in the sole and absolute discretion of the Committee and that the Committee in its sole and absolute discretion may grant Early Retirement treatment with respect to all, a specified portion, or none of the Optionee’s Options.

(g)    Gross Misconduct. If the Optionee’s employment with the Company or an Eligible Subsidiary is terminated for Gross Misconduct, the Optionee’s unexercised Options shall terminate immediately as of the time of termination, without consideration. The Optionee acknowledges and agrees that the Optionee’s termination of employment shall also be deemed to be a termination of employment by reason of the Optionee’s Gross Misconduct if, after the Optionee’s employment has terminated, facts and circumstances are discovered or confirmed by the Company that would have justified a termination for Gross Misconduct.

(h)    Violation of Post-Employment Covenant. To the extent that any of the Optionee’s Options remain outstanding under the terms of the Plan or this Agreement after termination of the Optionee’s employment with the Company or an Eligible Subsidiary, such Options shall nevertheless expire as of the date the Optionee violates any covenant not to compete or other post-employment covenant that exists between the Optionee on the one hand and the Company or any subsidiary of the Company, on the other hand.

(i)    Substantial Corporate Change. Upon a Substantial Corporate Change, the Optionee’s outstanding Options will terminate unless provision is made in writing in connection with such transaction for the assumption or continuation of the Options, or the substitution for such Options of any options or grants covering the stock or securities of a successor employer corporation, or a parent or subsidiary of such successor, with appropriate adjustments as to the number and kind of shares of stock and prices, in which event the Options will continue in the manner and under the terms so provided.

6.Non-Transferability of Option; Term of Option.

(a)Unless the Committee determines otherwise in advance in writing, this Option may not be transferred in any manner otherwise than by will or by the applicable laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee and/or by his or her duly appointed guardian. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs and permitted successors and assigns of the Optionee.

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(b)Notwithstanding any other term in this Agreement, this Option may be exercised only prior to the Expiration Date set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Agreement.

7.Amendment of Option or Plan.

(a)The Plan and this Agreement constitute the entire understanding of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. Optionee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. The Company’s Board may amend, modify or terminate the Plan or any Option in any respect at any time; provided, however, that modifications to this Agreement or the Plan that materially and adversely affect the Optionee’s rights hereunder can be made only in an express written contract signed by the Company and the Optionee. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement and Optionee’s rights under outstanding Options as it deems necessary or advisable, in its sole discretion and without the consent of the Optionee, (1) upon a Substantial Corporate Change, (2) as required by law, or (3) to comply with Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection with this award of Options.

(b)    The Optionee acknowledges and agrees that the Committee may in its sole discretion reduce or eliminate the Optionee’s unvested Options if the Optionee changes classification from a full-time employee to a part-time employee.

8.Tax Obligations.

(a)    Withholding Taxes. Regardless of any action the Company or any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related items (“Tax Related Items”), the Optionee acknowledges that the ultimate liability for all Tax Related Items associated with the Option is and remains the Optionee’s responsibility and that the Company and the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax Related Items. Further, if Optionee has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable event, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer (in its sole discretion) to satisfy all withholding and payment on account obligations for Tax Related Items of the Company and/or the Employer. In this regard, the Optionee authorizes the Company and the Employer, or either of them, in such

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entity’s sole discretion, to satisfy the obligations with regard to all Tax Related Items legally payable by the Optionee (with respect to the Option granted hereunder as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the following: (i) requiring the Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding cash from the Optionee’s wages or other compensation payable to the Optionee by the Company and/or the Employer; (iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (v) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of the Optionee’s participation in the Plan or the Optionee’s purchase of Shares that are not satisfied by any of the means previously described. For the avoidance of doubt, in no event will the Company and/or the Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the right to require the Company and/or the Employer to withhold more than such amount. The Company may refuse to honor the exercise and refuse to deliver the Shares to the Optionee if the Optionee fails to comply with Optionee’s obligations in connection with the Tax Related Items as described in this Section.

(b)    Code Section 409A. Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all Options granted to Optionees who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the Options shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any Options granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Optionee by Section 409A, and the Optionee shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A.

Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided to the Optionee under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Optionee’s “separation from

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service” (as defined for purposes of Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.

If the Optionee is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) the first day of the seventh month following the Optionee’s separation from service, or (ii) the Optionee’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the Optionee’s separation from service.

9.Rights as Shareholder. Until all requirements for exercise of the Option pursuant to the terms of this Agreement and the Plan have been satisfied, the Optionee shall not be deemed to be a shareholder or to have any of the rights of a shareholder with respect to any Shares.

10.No Employment Contract. Nothing in the Plan or this Agreement constitutes an employment contract between the Company and the Optionee and this Agreement shall not confer upon the Optionee any right to continuation of employment with the Company or any of its Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or any of its Subsidiaries right to terminate the Optionee’s employment at any time, with or without cause (subject to any employment agreement an Optionee may otherwise have with the Company or a Subsidiary thereof and/or applicable law).

11.Board Authority. The Board and/or the Committee shall have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of the Agreement as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether any Options have vested). All interpretations and determinations made by the Board and/or the Committee in good faith shall be final and binding upon Optionee, the Company and all other interested persons and such determinations of the Board and/or the Committee do not have to be uniform nor do they have to consider whether optionees are similarly situated. No member of the Board and/or the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement.

12.Headings. The captions used in this Agreement and the Plan are inserted for convenience and shall not be deemed to be a part of the Option for construction and interpretation.

13.Electronic Delivery.

(a)    If the Optionee executes this Agreement electronically, for the avoidance of doubt Optionee acknowledges and agrees that his or her execution of this Agreement electronically (through an on-line system established and maintained by the Company or a third party designated by the Company, or otherwise) shall have the same binding legal effect as would execution of this

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Agreement in paper form. Optionee acknowledges that upon request of the Company he or she shall also provide an executed, paper form of this Agreement.

(b)    If the Optionee executes this Agreement in paper form, for the avoidance of doubt the parties acknowledge and agree that it is their intent that any agreement previously or subsequently entered into between the parties that is executed electronically shall have the same binding legal effect as if such agreement were executed in paper form.

(c)    If Optionee executes this Agreement multiple times (for example, if the Optionee first executes this Agreement in electronic form and subsequently executes the Agreement in paper form), the Optionee acknowledges and agrees that (i) no matter how many versions of this Agreement are executed and in whatever medium, this Agreement only evidences a single grant of Options relating to the number of Shares set forth in the Notice of Stock Option Grant and (ii) this Agreement shall be effective as of the earliest execution of this Agreement by the parties, whether in paper form or electronically, and the subsequent execution of this Agreement in the same or a different medium shall in no way impair the binding legal effect of this Agreement as of the time of original execution.

(d)    The Company may, in its sole discretion, decide to deliver by electronic means any documents related to the Option, to participation in the Plan, or to future awards granted under the Plan, or otherwise required to be delivered to the Optionee pursuant to the Plan or under applicable law, including but not limited to, the Plan, the Agreement, the Plan prospectus and any reports of the Company generally provided to shareholders. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to the Company’s intranet or the internet site of a third party involved in administering the Plan, the delivery of documents via electronic mail (“e-mail”) or such other means of electronic delivery specified by the Company. By executing this Agreement, the Optionee hereby consents to receive such documents by electronic delivery. At the Optionee’s written request to the Secretary of the Company, the Company shall provide a paper copy of any document at no cost to the Optionee.

14.Data Privacy. Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her Data (as defined below) by and among, as necessary and applicable, the Employer, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan and in the Company’s Amended 1998 Plan.

Optionee understands that the Company and the Employer may hold certain personal information about Optionee, including, but not limited to, Optionee’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, and job title, any Common Stock or directorships held in the Company, and details of the Option or any other option or other entitlement to Shares, canceled, exercised, vested, unvested or outstanding in Optionee’s favor, for the purpose of implementing, administering and managing the Plan and/or the Amended 1998 Plan (“Data”). Optionee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan and/or the Amended 1998 Plan, that these recipients may be located in Optionee’s country or elsewhere, including outside the

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European Economic Area, and that the recipients’ country may have different data privacy laws and protections than Optionee’s country. Optionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Optionee’s participation in the Plan and/or in the Amended 1998 Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Optionee may elect to deposit any Shares acquired upon exercise of the Option or any other option or other entitlement to Shares.

Optionee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Optionee understands that Data shall be held as long as is reasonably necessary to implement, administer and manage his or her participation in the Plan and/or the Amended 1998 Plan, and he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Optionee understands, however, that refusing or withdrawing such consent may affect his or her ability to participate in the Plan and/or the Amended 1998 Plan. In addition, Optionee understands that the Company and its Subsidiaries have separately implemented procedures for the handling of Data which the Company believes permits the Company to use the Data in the manner set forth above notwithstanding Optionee’s withdrawal of such consent. For more information on the consequences of refusal to consent or withdrawal of consent, Optionee understands that he or she may contact his or her local human resources representative.

15.Waiver of Right to Jury Trial. Each party, to the fullest extent permitted by law, waives any right or expectation against the other to trial or adjudication by a jury of any claim, cause or action arising with respect to the Option or hereunder, or the rights, duties or liabilities created hereby.

16.Agreement Severable. In the event that any provision of this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

17.Governing Law and Venue. The laws of the State of Delaware (other than its choice of law provisions) shall govern this Agreement and its interpretation. For purposes of litigating any dispute that arises with respect to this Option, this Agreement or the Plan, the parties hereby submit to and consent to the jurisdiction of the State of Delaware, and agree that such litigation shall be conducted in the courts of New Castle County, or the United States Federal court for the District of Delaware.

18.Nature of Option. In accepting the Option, Optionee acknowledges and agrees that:

(a)    the award of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, benefits in lieu of options or other equity awards, even if options have been granted repeatedly in the past;

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(b)    all decisions with respect to future equity awards, if any, shall be at the sole discretion of the Company;

(c)    Optionee’s participation in the Plan is voluntary;

(d)    the Option is an extraordinary item that (i) does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary, and (ii) is outside the scope of Optionee’s employment or service contract, if any;

(e)    the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;

(f)    the Option and Optionee’s participation in the Plan shall not be interpreted to form an employment or service contract with the Company or any Subsidiary of the Company;

(g)    the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(h)    if the Shares do not increase in value, the Option will have no value;

(i)    if Optionee exercises the Option and obtains Shares, the value of the Shares obtained upon exercise may increase or decrease in value, even below the Exercise Price;

(j)    in consideration of the award of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option, or Shares purchased through the exercise of the Option, resulting from termination of Optionee’s employment or continuous service by the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of applicable labor laws and whether or not later found to be invalid) and in consideration of the grant of the Option, Optionee irrevocably releases the Company and any Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing/electronically accepting the Agreement, Optionee shall be deemed irrevocably to have waived Optionee’s entitlement to pursue or seek remedy for any such claim;

(k)    the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares; and

(l)    Optionee is hereby advised to consult with Optionee’s own personal tax, legal and financial advisors regarding Optionee’s participation in the Plan before taking any action related to the Plan.

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19.Language. If Optionee has received this Agreement, the Plan or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise prescribed by applicable law.

20.Addendum. The Option shall be subject to the special terms and provisions (if any) set forth in the Addendum A to this Agreement for Optionee’s country of residence. Moreover, if Optionee relocates to one of the countries included in the Addendum A, the special terms and conditions for such country will apply to Optionee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan and provided the imposition of the term or condition will not result in any adverse accounting expense with respect to the Option. Addendum A constitutes part of this Agreement. In addition, the Company reserves the right to impose other requirements on the Option and any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan and provided the imposition of the term or condition will not result in adverse accounting expense to the Company, and to require Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

21.    Recoupment. The Options granted pursuant to this Agreement are subject to the terms of the Danaher Corporation Recoupment Policy as it exists from time to time (a copy of the Recoupment Policy as it exists from time to time is available on Danaher’s internal website) (the “Policy”) if and to the extent such Policy by its terms applies to the Options, and to the terms required by applicable law; and the terms of the Policy and such applicable law are incorporated by reference herein and made a part hereof.

22.    Notices. The Company may, directly or through itsthird party stock plan administrator, endeavor to provide certain notices to Optionee regarding certain events relating to awards that the Optionee may have received or may in the future receive under the 1998 Plan and/or the Plan, such as notices reminding Optionee of the vesting or expiration date of certain awards. Optionee acknowledges and agrees that (1) the Company has no obligation (whether pursuant to this Agreement or otherwise) to provide any such notices; (2) to the extent the Company does provide any such notices to Optionee the Company does not thereby assume any obligation to provide any such notices or other notices; and (3) the Company, its affiliates and the third party stock plan administrator have no liability for, and the Optionee has no right whatsoever (whether pursuant to this Agreement or otherwise) to make any claim against the Company, any of its affiliates or the third party stock plan administrator based on any allegations of, damages or harm suffered by the Optionee as a result of the Company’s failure to provide any such notices or Optionee’s failure to receive any such notices.

23.    Consent and Agreement With Respect to Plans. Optionee (1) acknowledges that the Plan and the prospectus relating thereto are available to Optionee on the website maintained by the Company’s third party stock plan administrator; (2) represents that he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice prior to executing this Agreement and fully

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understands all provisions of the Agreement and the Plan; (3) accepts this Option subject to all of the terms and provisions thereof; (4) consents and agrees to all amendments that have been made to the Plan since it was adopted in 2007 (and for the avoidance of doubt consents and agrees to each amended term reflected in the Plan as in effect on the date of this Agreement), and consents and agrees that all options and restricted stock units, if any, held by Optionee that were previously granted under the Plan as it has existed from time to time are now governed by the Plan as in effect on the date of this Agreement (except to the extent the Committee has expressly provided that a particular Plan amendment does not apply retroactively); and (5) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.

In addition, in consideration of the Option and by signing/electronically accepting this Agreement, the Optionee agrees as follows with respect to any stock options or restricted stock units held by Optionee that were previously granted under the Company’s 1998 Stock Option Plan as it has existed from time to time: the Optionee (1) acknowledges that the Company’s Board of Directors approved an amended version of the 1998 Stock Option Plan in July 2009 and that the amended version of the 1998 Stock Option Plan (the “Amended 1998 Plan”) and the prospectus relating thereto are available to Optionee on the website maintained by the Company’s third party stock plan administrator; (2) represents that he or she has read the Amended 1998 Plan and the prospectus relating thereto and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice and fully understands all provisions of the Amended 1998 Plan; (3) consents and agrees to the Amended 1998 Plan (and for the avoidance of doubt consents and agrees to each amended term reflected in the Amended 1998 Plan); (4) consents and agrees that all options and restricted stock units, if any, held by Optionee that were previously granted under the 1998 Stock Option Plan as it has existed from time to time are now governed by the Amended 1998 Plan as in effect on the date of this Agreement; and (5) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Amended 1998 Plan. Optionee further agrees to notify the Company upon any change in his or her residence address.

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[If the Agreement is signed in paper form, complete and execute the following:]

OPTIONEE	DANAHER CORPORATION
Signature	Signature
Print Name	Print Name
	Title
Residence Address

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ADDENDUM A

This Addendum includes additional terms and conditions that govern the Option granted to Optionee if Optionee resides in one of the countries listed herein. Capitalized terms used but not defined herein shall have the same meanings ascribed to them in the Notice of Stock Option Grant, the Agreement or the Plan.

This Addendum may also include information regarding exchange controls and certain other issues of which Optionee should be aware with respect to Optionee’s participation in the Plan. The information is based on the securities, exchange control and other laws concerning Options in effect as of April 2014. Such laws are often complex and change frequently.As a result, the Company strongly recommends that Optionee not rely on the information noted herein as the only source of information relating to the consequences of Optionee’s participation in the Plan as the information may be out of date at the time Optionee exercises the Option or sells Shares acquired under the Plan.

In addition, this Addendum is general in nature and may not apply to Optionee’s particular situation, and the Company is not in a position to assure Optionee of any particular result. Accordingly, Optionee is strongly advised to seek appropriate professional advice as to how the relevant laws in Optionee’s country apply to Optionee’s specific situation.

If Optionee resides in a country but is considered a citizen or resident of another country for purposes of the country in which Optionee resides, the information contained in this Addendum may not be applicable to Optionee.

OPTIONEES IN CHINA AND ITALY

Method of Exercise

Optionee acknowledges that due to regulatory requirements, and notwithstanding any terms or conditions of the Plan or the Agreement to the contrary, Optionees residing in mainland China and Italy will be restricted to the cashless sell-all method of exercise with respect to their Options. To complete a cashless sell-all exercise, Optionee understands that Optionee needs to instruct the broker to: (i) sell all of the purchased Shares issued upon exercise; (ii) use the proceeds to pay the Exercise Price, brokerage fees and any applicable Tax-Related Items; and (iii) remit the balance in cash to Optionee. In the event of changes in regulatory requirements, the Company reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise, cashless sell-to-cover exercise or any other method of exercise and payment deemed appropriate by the Company.

OPTIONEES IN ARGENTINA

Securities Law Notice

Optionee understands that neither the grant of the Option nor the purchase of Shares constitute a public offering as defined by the Law N° 17,811, or any other Argentine law. The offering of the

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Option is a private placement. As such, the offering is not subject to the supervision of any Argentine governmental authority.

Labor Law Acknowledgement

Any benefits awarded under the Plan accrue no more frequently than on an annual basis. In addition, Optionee acknowledges that the grant is made by the Company on behalf of Optionee’s local employer.

Exchange Control Notice

Under current exchange control laws in Argentina, the Optionee is not permitted to purchase and remit foreign currency out of Argentina for the purpose of acquiring foreign securities (including Shares). Therefore, Optionee will not be able to pay the Exercise Price by remitting funds out of Argentina. The Optionee may pay the Exercise Price with funds he or she has outside of Argentina or by delivery of irrevocable instructions to a broker to sell some or all of the Shares subject to the exercised portion of the Option and deliver promptly to the Company the amount of sale proceeds to pay the Exercise Price.

If the Optionee transfers proceeds from the sale of Shares or any cash dividends paid on such Shares into Argentina within 10 days of receipt (i.e., if the proceeds have not been held in the offshore bank or brokerage account for at least 10 days prior to transfer), the Optionee will be required to deposit 30% of the proceeds into a non-interest bearing account in Argentina for 365 days. The Argentine bank handling the transaction may request certain documentation in connection with the Optionee’s request to transfer proceeds into Argentina, including evidence of the sale or dividend payment and proof that no funds were remitted out of Argentina to acquire the Shares. If the bank determines that the 10-day rule or any other rule or regulation promulgated by the Argentine Central Bank has not been satisfied, it will require that 30% of the proceeds be placed in a non-interest bearing dollar denominated mandatory deposit account for a holding period of 365 days.

Optionee is solely responsible for complying with any exchange control laws that may apply to the Optionee as a result of participation in the Plan, the exercise of the Option and/or the transfer of funds in connection with the Option. Optionee should consult his or her local bank and/or exchange control advisor to confirm the exchange control rules and required documentation for an transfer of funds into Argentina.

Foreign Asset Reporting Notice

If Optionee holds Shares as of December 31 of any year, Optionee is required to report the holding of the Shares on his or her personal tax return for the relevant year.

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OPTIONEES IN AUSTRIA

Exchange Control Notice

If the Optionee holds Shares acquired under the Plan outside of Austria, the Optionee must submit a report to the Austrian National Bank as follows: (i) on a quarterly basis if the value of the shares as of any given quarter meets or exceeds €30,000,000; the deadline for filing the quarterly report is the 15th day of the month following the end of the respective quarter and (ii) on an annual basis if the value of the shares as of December 31 meets or exceeds €5,000,000; the deadline for filing the annual report is January 31 of the following year.

When the Optionee sells Shares acquired under the Plan, the Optionee may be required to comply with certain exchange control obligations if the cash proceeds from the sale are held outside of Austria. If the transaction volume of all accounts abroad exceeds €3,000,000, the movements and balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.

OPTIONEES IN BELGIUM

Terms and Conditions

Options granted to Optionees in Belgium shall not be accepted by Optionee earlier than the 61^st day following the Offer Date. The Offer Date is the date on which the Company notifies Optionee of the material terms and conditions of the Option grant. Any acceptance given by Optionee before the 61^st day following the grant date shall be null and void.

Tax Reporting Information

The Optionee is required to report any taxable income attributable to this Option on his or her annual tax return. The Optionee also is required to report any security or bank accounts opened and maintained outside of Belgium on his or her annual tax return.

OPTIONEES IN BRAZIL

Compliance with Law

By accepting the Option, the Optionee acknowledges that he or she agrees to comply with applicable Brazilian laws and pay any and all applicable taxes associated with the exercise of the Option, the receipt of any dividends, and the sale of Shares acquired under the Plan.

Exchange Control Notice

If the Optionee holds assets and rights outside Brazil with an aggregate value exceeding US$100,000, he or she will be required to prepare and submit to the Central Bank of Brazil an annual declaration of such assets and rights, including: (i) bank deposits; (ii) loans; (iii) financing transactions; (iv) leases; (v) direct investments; (vi) portfolio investments, including Shares acquired under the Plan; (vii) financial derivatives investments; and (viii) other investments, including real estate and other

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assets. Please note that foreign individuals holding Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and must declare at least the assets held abroad that were acquired subsequent to the date of admittance as a resident of Brazil. Individuals holding assets and rights outside Brazil valued at less than US$100,000 are not required to submit a declaration. Please note that the US$100,000 threshold may be changed annually.

OPTIONEES IN CANADA

Consent to Receive Information in English for Optionees in Quebec

The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be written in English.

Les parties reconnaissent avoir exigé la rédaction en anglais du présent Contrat, ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées, directement ou indirectement, relativement à ou suite au présent Contrat.

Data Privacy

Optionee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. Optionee further authorizes the Company and its Subsidiaries and affiliates, and any stock plan service provider that may be selected by the Company, to assist with the Plan to disclose and discuss the Plan with their respective advisors. Optionee further authorizes the Company and its Subsidiaries and affiliates to record such information and to keep such information in his or her employee file.

Securities Law Notice

The Optionee is permitted to sell Shares acquired through the Plan through the designated broker appointed under the Plan, if any (or any other broker acceptable to the Company), provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the New York Stock Exchange.

Foreign Assets Reporting Information

The Optionee is required to report any foreign property (including Shares) annually on Form T1135 (Foreign Income Verification Statement) if the total value of the Optionee’s foreign property exceeds C$100,000 at any time during the year. It is not certain if the Option itself constitutes foreign property that needs to be reported on Form T1135. For the 2013 taxation year, the filing deadline is July 31, 2014. For 2014 and later, the form must be filed by April 30th of the following year. It is Optionee's responsibility to comply with applicable reporting obligations.

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OPTIONEES IN CHILE

Exchange Control Notice and Tax Reporting Information

The Optioneemust comply with the exchange control and tax reporting requirements in Chile in connection with the acquisition and sale of Shares acquired pursuant to the Plan.

If the Optionee pays the Exercise Price in cash or check and remits funds in excess of US$10,000 out of Chile, the remittance must be made through the Formal Exchange Market (“FEM,” i.e., a commercial bank or registered foreign exchange office).

If the Optionee pays the Exercise Price under a cashless exercise program implemented by the Company in connection with the Plan, and the aggregate value of the Exercise Price exceeds US$10,000, a report must be filed with the Central Bank within 10 days of the exercise date.

If the Optionee repatriates to Chile sale proceeds from Shares that were purchased by funds that were required to be transferred out of Chile through the FEM or if the amount of sale proceeds repatriated to Chile exceeds US$10,000, he or she must use the FEM for transferring the proceeds into Chile.

If the Optionee’s aggregate investments held outside of Chile exceed US$5,000,000 (including the investments made under the Plan), the Optionee must report the status of such investments annually to the Central Bank, using Annex 3.1 of Chapter XII of the Foreign Exchange Regulations.

If the Optionee holds Shares acquired under the Plan, the Optionee must report the details of these investments on annual basis to the Chilean Internal Revenue Service (“CIRS”) by filing Tax Form 1851, “Annual Sworn Statement Regarding Investments Held Abroad.” Furthermore, if the Optionee wishes to receive credit against his or her Chilean income taxes for taxes paid abroad, the Optionee must report the payment of taxes abroad to the CIRS by filing Tax Form 1853, “Annual Sworn Statement Regarding Credits for Taxes Paid Abroad.” These statements must be submitted electronically through the CIRS website (www.sii.cl) before March 15 of each year.

Securities Law Notice

Neither the Company nor Shares underlying the Option are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendence of Securities.

OPTIONEES IN CHINA

Terms and Conditions - Exchange Control Restrictions Applicable to Optionees who are PRC Nationals

Optionee understands that, except as otherwise provided herein, his or her Options can be exercised only by means of the cashless sell-all method, under which all Shares underlying the option are immediately sold upon exercise.

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In addition, Optionee understands and agrees that, pursuant to local exchange control requirements, Optionee is required to repatriate the cash proceeds from the cashless sell-all method of exercise of options, (i.e., the sale proceeds less the Exercise Price and any administrative fees). Optionee agrees that the Company is authorized to instruct its designated broker to assist with the immediate sale of such shares (on Optionee’s behalf pursuant to this authorization), and Optionee expressly authorizes such broker to complete the sale of such shares. Optionee acknowledges that the Company’s broker is under no obligation to arrange for the sale of the shares at any particular price. The Company reserves the right to provide additional methods of exercise depending on the development of local law.

In addition, Optionee understands and agrees that the cash proceeds from the exercise of his or her Options, (i.e., the proceeds of the sale of the shares underlying the Options, less the Exercise Price and any administrative fees) will be repatriated to China. Optionee further understands that, under local law, such repatriation of the cash proceeds may be effectuated through a special foreign exchange control account to be approved by the local foreign exchange administration, and Optionee hereby consents and agrees that the proceeds from the sale of Shares acquired under the Plan, net of the Exercise Price and administrative fees, may be transferred to such special account prior to being delivered to Optionee. The proceeds, net of Tax-Related Items, may be paid to Optionee in U.S. Dollars or local currency at the Company’s discretion. In the event the proceeds are paid to Optionee in U.S. Dollars, Optionee understands that he or she will be required to set up a U.S. Dollar bank account in China and provide the bank account details to the Employer and/or the Company so that the proceeds may be deposited into this account. In addition, Optionee understands and agrees that Optionee will be responsible for converting the proceeds into Renminbi Yuan at Optionee’s expense.

If the proceeds are paid to Optionee in local currency, Optionee agrees to bear any currency fluctuation risk between the time the shares are sold and the time the sale proceeds are distributed through any such special exchange account.

Exchange Control Notice Applicable to Optionees in the PRC

Optionee understands that exchange control restrictions may limit Optionee’s ability to access and/or convert funds received under the Plan, particularly if these amounts exceed US$50,000. Optionee should confirm the procedures and requirements for withdrawals and conversions of foreign currency with his or her local bank prior to option exercise. Optionee agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in the Peoples’ Republic of China.

Foreign Asset Reporting Information

Effective from January 1, 2014, PRC residents are required to report to SAFE details of their foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-PRC residents, either directly or through financial institutions. Under these new rules, Optionee may be subject to reporting obligations for the Shares or awards acquired under the Plan and Plan-

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related transactions. It is Optionee's responsibility to comply with this reporting obligation and Optionee should consult his/her personal tax advisor in this regard.

OPTIONEES IN COLOMBIA

Labor Law Acknowledgement The following provision supplements Section 10 of the Award Agreement:

Optionee acknowledges that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of “salary” for any purpose.

Exchange Control Notice

Investment and assets (such as Shares) held abroad must be registered with the Central Bank (Banco de la Republica) if the value of Optionee’s aggregate investments and assets abroad (as of December 31 of the relevant fiscal year) equals or exceeds US$500,000. In addition, when Optionee sells or otherwise disposes of any Shares acquired under the Plan, if the investment was registered with the Central Bank, Optionee must cancel the registration no later than March 31 of the year following the year in which the Shares were sold. If Optionee does not cancel the registration by the above-mentioned deadline, Optionee will be subject to a fine.

If funds are remitted from Colombia through an authorized local financial institution, the authorized financial institution will automatically register the investment.

If the Optionee does not remit funds through an authorized financial institution when exercising his or her Option because a partial cashless exercise method is used (selling only enough Shares to cover the Grant Price and any brokerage fees), then the Optionee must register the investment him- or herself if the accumulated financial investments the Optionee holds abroad at the year-end are equal to or exceed the equivalent of US$500,000. The Optionee must register by filing a Form No. 11 and submitting it to Señores, Banco de la República, Atn: Jefe Sección Inversiones, Departamento de Cambios Internacionales, Carrera 7 No. 14 - 18, Bogotá, Colombia by June 30 of the following year.

If the Optionee uses the cashless sell-all method of exercise, then no registration is required because no funds are remitted from Colombia and no shares are held abroad.

OPTIONEES IN CZECH REPUBLIC

Exchange Control Notice

The Czech National Bank may require Optionee to fulfill certain notification duties in relation to the opening and maintenance of a foreign account.

Because exchange control regulations change frequently and without notice, Optionee should consult his or her personal legal advisor prior to the sale of Shares to ensure compliance with current regulations. It is Optionee’s responsibility to comply with Czech exchange control laws, and neither the Company nor any Parent or Subsidiary will be liable for any resulting fines or penalties.

OPTIONEES IN DENMARK

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Exchange Control Notice

The establishment of an account holding Shares or an account holding cash outside Denmark must be reported to the Danish Tax Administration. The form which should be used in this respect may be obtained from a local bank. (Please note that these obligations are separate from and in addition to the securities/tax reporting obligations described below.)

Securities/Tax Reporting Notice

If Optionee holds Shares acquired under the Plan in a brokerage account with a broker or bank outside Denmark, Optionee is required to inform the Danish Tax Administration about the account. For this purpose, Optionee must file a Form V (Erklaering V) with the Danish Tax Administration. Both Optionee and the bank/broker must sign the Declaration V. By signing the Declaration V, the bank/broker undertakes an obligation, without further request each year and not later than on February 1 of the year following the calendar year to which the information relates, to forward certain information to the Danish Tax Administration concerning the content of the account. In the event that the applicable broker or bank with which the account is held does not wish to, or, pursuant to the laws of the country in question, is not allowed to assume such obligation to report, Optionee acknowledges that he or she is solely responsible for providing certain details regarding the foreign brokerage account and Shares deposited therein to the Danish Tax Administration as part of his or her annual income tax return. By signing the Form V, Optionee authorizes the Danish Tax Administration to examine the account. A sample of the Form V can be found at the following website: www.skat.dk.

In addition, if Optionee opens a brokerage account (or a deposit account with a U.S. bank) for the purpose of holding cash outside Denmark, Optionee is also required to inform the Danish Tax Administration about this account. To do so, Optionee must also file a Form K (Erklaering K) with the Danish Tax Administration. The Form K must be signed both by Optionee and by the applicable broker or bank where the account is held. By signing the Form K, the broker/bank undertakes an obligation, without further request each year and not later than on February 1 of the year following the calendar year to which the information relates, to forward certain information to the Danish Tax Administration concerning the content of the account. In the event that the applicable financial institution (broker or bank) with which the account is held, does not wish to, or, pursuant to the laws of the country in question, is not allowed to assume such obligation to report, Optionee acknowledges that he or she is solely responsible for providing certain details regarding the foreign brokerage or bank account to the Danish Tax Administration as part of Optionee’s annual income tax return. By signing the Form K, Optionee authorizes the Danish Tax Administration to examine the account. A sample of Form K can be found at the following website: www.skat.dk.

OPTIONEES IN FINLAND

There are no country specific provisions.

OPTIONEES IN FRANCE

Consent to Receive Information in English

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By accepting the Options, Optionee confirms having read and understood the Plan, the Notice of Grant, the Agreement and this Addendum, including all terms and conditions included therein, which were provided in the English language. Optionee accepts the terms of those documents accordingly.

Consentement afin de Recevoir des Informations en Anglais

En acceptant les Options d'Achat d'Actions, le Bénéficiaire confirme qu’il ou elle a lu et compris le Plan, la Notification d’Attribution, le Contrat et les présentes Annexes, en ce compris tous les termes et conditions y relatifs, qui sont fournis en langue anglaise. Le Bénéficiaire accepte les termes de ces documents en connaissance de cause.

Exchange Control Notice

If the Optionee holds Shares outside of France or maintains a foreign bank account, he or she is required to report the maintenance of such to the French tax authorities when filing his or her annual tax return.

OPTIONEES IN GERMANY

Exchange Control Notice

Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank (Bundesbank). In case of payments in connection with securities (including proceeds realized upon the sale of Shares or the receipt of dividends), the report must be made by the 5th day of the month following the month in which the payment was received. Effective from September 2013, the report must be filed electronically. The form of report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. Optionee is responsible for making this report.

Optionee also must report any receivables or payables or debts in foreign currency exceeding €5,000,000 on a monthly basis.

OPTIONEES IN HONG KONG

Terms and Conditions

This provision supplements Section 3 of the Agreement:

If, for any reason, the Option vests and becomes exercisable and the Option is exercised and Shares are issued to the Optionee within six months of the date of grant, the Optionee agrees that he or she will not dispose of any such Shares prior to the six-month anniversary of the Date of Grant.

Securities Law Notice

The grant of Options and the Shares issued upon exercise of the Options do not constitute a public offer of securities and are available only to eligible Employees.

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Please be aware that the contents of the Notice of Grant, the Agreement, including this Addendum, and the Plan have not been reviewed by any regulatory authority in Hong Kong. Optionee is advised to exercise caution in relation to the grant of Options. If Optionee is in any doubt about any of the contents of this Agreement, including this Addendum, or the Plan, Optionee should obtain independent professional advice.

OPTIONEES IN HUNGARY

There are no country specific provisions.

OPTIONEES IN INDIA

Exchange Control Notice

To the extent required by law, Optionee must repatriate to India foreign currency that is due or has accrued (either by way of dividend or sales proceeds) and convert such amounts to local currency within a reasonable period of time (but not later than 90 days after receipt). If required by law, Optionee also must obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“FIRC”) from the bank where Optionee deposited the foreign currency and Optionee must deliver a copy of the FIRC to the Employer.

Because exchange control regulations can change frequently and without notice, Optionee should consult his or her personal legal advisor before selling Shares to ensure compliance with current regulations. It is Optionee’s responsibility to comply with exchange control laws in India, and neither the Company nor the Employer will be liable for any fines or penalties resulting from Optionee’s failure to comply with applicable local laws.

Foreign Assets Reporting Information

The Optionee is required to declare foreign bank accounts and any foreign financial assets (including Shares held outside India) in his or her annual tax return. It is the Optionee’s responsibility to comply with this reporting obligation and the Optionee should consult with his or her personal tax advisor in this regard.

OPTIONEES IN IRELAND

Director Notification

If Optionee is a director, shadow director¹ or secretary of an Irish Subsidiary of the Company, he or she is subject to certain notification requirements under Section 53 of the Companies Act, 1990. He or she must notify the Irish Subsidiary or affiliate of the Company in writing within five (5) business days of receiving or disposing of an interest in the Company (e.g., an Option, Shares, etc.), or within five (5) business days of becoming aware of the event giving rise to the notification requirement, or within five (5) business days of becoming a director, shadow director or secretary if such an interest exists at that time. This notification requirement also applies to any rights acquired by Optionee’s spouse or minor children (under the age of 18).

1. A shadow director is an individual who is not on the board of directors of the Company or the Irish Subsidiary or Affiliate but who has sufficient control so that the board of directors of the Company or the Irish Subsidiary or Affiliate, as applicable, acts in accordance with the directions and instructions of the individual.

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OPTIONEES IN ITALY

Data Privacy

This provision replaces the data privacy section in the Agreement:

Optionee understands that the Company and his or her employer, as the Privacy Representative of the Company in Italy, may hold certain personal information about Optionee, including, but not limited to, name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any shares of common stock or directorships held in the Company or its Subsidiaries, affiliates or joint ventures details of all Awards or any other entitlement to shares of common stock awarded, canceled, vested, unvested or outstanding in Optionee’s favor, and that the Company and his employer will process said data and other data lawfully received from a third party (“Personal Data”) for the exclusive purpose of managing and administering the Plan and complying with applicable laws, regulations and Community legislation.

Optionee also understands that providing the Company with Personal Data is mandatory for compliance with laws and is necessary for the performance of the Plan and that his denial to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect his ability to participate in the Plan. The Controller of personal data processing is Danaher Corporation, with registered offices at 2200 Pennsylvania Avenue, N.W. Suite 800W, Washington, DC 20037.

Optionee understands that Personal Data will not be publicized, but it may be accessible by Optionee’s employer and within the employer’s organization by its internal and external personnel in charge of processing, and by the data processor, if appointed. The updated list of processors and of the subjects to which Personal Data are communicated will remain available upon request at Optionee’s employer. Furthermore, Personal Data may be transferred to banks, other financial institutions or brokers involved in the management and administration of the Plan. Optionee understands that Personal Data may also be transferred to the independent registered public accounting firm engaged by the Company, and also to the legitimate addressees under applicable laws. Optionee further understands that the Company or its Subsidiaries or affiliates will transfer Personal Data amongst themselves as necessary for the purpose of implementation, administration and management of the Optionee’s participation in the Plan, and that the Company and its Subsidiaries or affiliates may each further transfer Personal Data to third parties assisting the Company in the implementation, administration and management of the Plan, including any requisite transfer of Personal Data to a broker or other third party with whom he or she may elect to deposit any shares acquired under the Plan or any proceeds from the sale of such shares. Such recipients may receive, possess, use, retain and transfer Personal Data in electronic or other form, for the purposes of implementing, administering and managing Optionee’s participation in the Plan. Optionee understands that these recipients may be acting as controllers, processors or persons in charge of processing, as the case may be, according to applicable privacy laws, and that they may be located in or outside the European Economic Area, such as in the United States or elsewhere, in countries that do not provide an adequate level of data protection as intended under Italian privacy law.

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Optionee understands that Personal Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Personal Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The processing activity, including the transfer of Personal Data abroad, including outside of the European Economic Area, as specified herein and pursuant to applicable laws and regulations, does not require Optionee’s consent thereto as the it is necessary to performance of law and contractual obligations related to implementation, administration and management of the Plan. Optionee understands that, pursuant to section 7 of the Legislative Decree no. 196/2003, Optionee has the right at any moment to, including, but not limited to, obtain confirmation that Personal Data exists or not; access and verify its contents, origin and accuracy; delete, update, integrate or correct Personal Data; or block or stop, for legitimate reason, Personal Data processing. To exercise privacy rights, Optionee should contact his or her employer. Furthermore, Optionee is aware that Personal Data will not be used for direct marketing purposes. In addition, Personal Data provided can be reviewed and questions or complaints can be addressed by contacting Optionee’s employer human resources department.

Plan Document Acknowledgement

In accepting the Option, Optionee acknowledges that he or she has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Addendum, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Addendum.

Optionee further acknowledges that he or she has read and specifically and expressly approves the following paragraphs of the Agreement: Tax Obligations; No Employment Contract; Nature of Grant; Language; Governing Law and Venue; and the Data Privacy paragraph included in this Addendum.

Exchange Control Notice

The Optionee is required to report in his or her annual tax return: (a) any transfers of cash or Shares to or from Italy exceeding €10,000; and (b) any foreign investments or investments held outside of Italy exceeding €10,000, if such investment (e.g., Options, cash, Shares) may give rise to taxable income in Italy (this will include reporting any vested Option if the value of the Option (i.e., the difference between the fair market value of the Shares underlying the vested Option at the end of the year and the Exercise Price) combined with other relevant investments exceeds €10,000); and (c) the amount of transfers to and from Italy which have had an impact during the calendar year on the Optionee’s foreign investments or investments held outside of Italy. The Optionee is exempt from the formalities in (a) if the investments are made through an authorized broker resident in Italy, as the broker will generally comply with the reporting obligation on the Optionee’s behalf.

OPTIONEES IN JAPAN

Exchange Control Notice

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If the Optionee acquires Shares valued at more than ¥100,000,000 in a single transaction, the Optionee must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of the shares.

In addition, if the Optionee pays more than ¥30,000,000 in a single transaction for the purchase of shares when the Optionee exercises the Option, the Optionee must file a Payment Report with the Ministry of Finance through the Bank of Japan by the 20^th day of the month following the month in which the payment was made. The precise reporting requirements vary depending on whether or not the relevant payment is made through a bank in Japan.

A Payment Report is required independently from a Securities Acquisition Report. Therefore, if the total amount that the Optionee pays upon a one-time transaction for exercising the Option and purchasing shares exceeds ¥100,000,000, then the Optionee must file both a Payment Report and a Securities Acquisition Report.

Foreign Assets Reporting Information

The Optionee will be required to report details of any assets held outside of Japan as of December 31st (including any Shares acquired under the Plan) to the extent such assets have a total net fair market value exceeding ¥50,000,000. Such report will be due by March 15th each year. The Optionee should consult with his or her personal tax advisor as to whether the reporting obligation applies to the Optionee and whether the Optionee will be required to include details of any outstanding Option or Shares held by the Optionee in the report.

OPTIONEES IN KOREA

Exchange Control Notice

Exchange control laws require Korean residents who realize US$500,000 or more from the sale of Shares to repatriate the sale proceeds back to Korea within eighteen months of the sale.

If Optionee remits funds to purchase Shares, the remittance must be “confirmed” by a foreign exchange bank in Korea. To receive the confirmation, Optionee should submit the following to the foreign exchange bank: (i) a prescribed form application; (ii) the Agreement, Notice of Stock Option Gant and any other Plan documents received; and (iii) certificate of employment with the local employer. Optionee should check with the bank to determine whether there are any additional requirements.

OPTIONEES IN MEXICO

Labor Law Acknowledgement

These provisions supplement the labor law acknowledgement contained in the Agreement:

By accepting the Options, Optionee acknowledges that he or she understands and agrees that: (i) the Option is not related to the salary and other contractual benefits granted to Optionee by the

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Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of employment.

Policy Statement

The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.

The Company, with registered offices at 2200 Pennsylvania Avenue, NW, Suite 800W, Washington, D.C., 20037, United States of America, is solely responsible for the administration of the Plan and participation in the Plan and, in Optionee’ case, the acquisition of Shares does not, in any way establish an employment relationship between Optionee and the Company since Optionee is participating in the Plan on a wholly commercial basis and the sole employer is the Subsidiary employing Optionee, as applicable, nor does it establish any rights between Optionee and the Employer.

Plan Document Acknowledgment

By accepting the Option grant, Optionee acknowledges that he or she has received copies of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.

In addition, by signing the Agreement, Optionee further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in the Nature of Grant, Section 18 of the Agreement, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Subsidiaries are not responsible for any decrease in the value of the Shares underlying the Option.

Finally, Optionee hereby declares that he or she does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Employer and the Company and its Subsidiaries with respect to any claim that may arise under the Plan.

Spanish Translation

Reconocimiento de la Ley Laboral

Estas disposiciones complementan el reconocimiento de la ley laboral contenida en el Acuerdo:

Por medio de la aceptación de la Opción, quien tiene la opción manifiesta que entiende y acuerda que: (i) la Opción no se encuentra relacionada con el salario ni con otras prestaciones contractuales concedidas al que tiene la opción por parte del patrón; y (ii) cualquier modificación del Plan o su terminación no constituye un cambio o desmejora en los términos y condiciones de empleo.

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Declaración de Política

La invitación por parte de la Compañía bajo el Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y discontinuar el mismo en cualquier momento, sin ninguna responsabilidad.

La Compañía, con oficinas registradas ubicadas en 2200 Pennsylvania Avenue, NW, Suite 800W, Washington, D.C., 20037, United States of America, es la única responsable de la administración del Plan y de la participación en el mismo y, en el caso del que tiene la opción, la adquisición de Acciones no establece de forma alguna, una relación de trabajo entre el que tiene la opción y la Compañía, ya que la participación en el Plan por parte del que tiene la opción es completamente comercial y el único patrón es la Subsidiaria que esta contratando al que tiene la opción, en caso de ser aplicable, así como tampoco establece ningún derecho entre el que tiene la opción y el patrón.

Reconocimiento del Plan de Documentos

Por medio de la aceptación de la Opción, el que tiene la opción reconoce que ha recibido copias del Plan, que el mismo ha sido revisado al igual que la totalidad del Acuerdo y, que ha entendido y aceptado las disposiciones contenidas en el Plan y en el Acuerdo.

Adicionalmente, al firmar el Acuerdo, el que tiene la opción reconoce que ha leído, y que aprueba específica y expresamente los términos y condiciones contenidos en la Naturaleza del Otorgamiento, Apartado 15 del Acuerdo, sección en la cual se encuentra claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Compañía, así como sus Subsidiarias no son responsables por cualquier detrimento en el valor de las Acciones en relación con la Opción.

Finalmente, por medio de la presente quien tiene la opción declara que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de la participación en el Plan y en consecuencia, otorga el más amplio finiquito a su patrón, así como a la Compañía, a sus Subsidiarias con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

OPTIONEES IN THE NETHERLANDS

Labor Law Acknowledgment

By accepting the Option, Optionee acknowledges that: (i) the Option is intended as an incentive for the Optionee to remain employed with the Employer and is not intended as remuneration for labor performed; and (ii) the Option is not intended to replace any pension rights or compensation.

Securities Law Notice

Optionee should be aware of the Dutch insider-trading rules, which may impact the sale of Shares issued upon exercise of the Option. In particular, Optionee may be prohibited from effectuating certain transactions if he or she has inside information about the Company.

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Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has "insider information" related to an issuing company is prohibited from effectuating a transaction in securities in or from the Netherlands. "Inside information" is defined as knowledge of specific information concerning the issuing company to which the securities relate or the trade in securities issued by such company, which has not been made public and which, if published, would reasonably be expected to affect the share price, regardless of the development of the price. The insider could be any employee of the Company or an affiliate in the Netherlands who has inside information as described herein.

Given the broad scope of the definition of inside information, an Optionee working at an affiliate in the Netherlands may have inside information and, thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when he or she has such inside information.

If Optionee is uncertain whether the insider-trading rules apply to him or her, then the Optionee should consult with his or her personal legal advisor.

OPTIONEES IN NEW ZEALAND

Securities Law Notice

In compliance with New Zealand securities laws, the Optionee is hereby notified that the following information is available for review in connection with the offer to purchase Shares under the Plan:

(i) the Agreement, including this Appendix, which together with the Plan sets forth the terms and conditions of participation in the Plan;

(ii) a copy of the Company’s most recent annual return (i.e., Form 10-K) and most recent financial reports; and

(iii) a copy of the Plan and a description of the Plan (the “Description”) (i.e., the Company’s Form S-8 Plan Prospectus under the U.S. Securities Act of 1933, as amended); the Company will provide any attachments or documents incorporated by reference into the Description upon written request.

The Optionee may request copies of the documents described above by contacting Danaher’s corporate legal department using the contact details provided on www.mydanaher.com. The documents incorporated by reference into the Description are updated periodically. The Optionee understands that should he or she request copies of the documents incorporated by reference into the Description, the Company will provide the Optionee with the most recent documents incorporated by reference.

Warning Statement

Optionee is being offered an Option to purchase Shares in the Company. Exercise of the Option will give Optionee a stake in the ownership of the Company. The Shares are currently listed on the New York Stock Exchange. This means that Optionee can sell Shares on the New York Stock Exchange if there are buyers for it. If Optionee sells the Shares, the price Optionee gets may vary depending on factors such as the financial condition of the Company. Optionee may receive less than the full amount paid for the Shares. Optionee could receive a return if the Company becomes

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more valuable, and Optionee may also receive dividends, if the Company decides to pay them. If the Company runs into financial difficulties and is wound up, shareholders will only be paid after all other creditors have been paid, resulting in Optionee losing some or all of the money Optionee invested.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosure information that is important for investors to make an informed decision.

The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, Optionee may not be given all of the information usually required. Optionee will also have fewer other legal protections for this investment.

Ask questions, read all documents carefully, and seek independent financial advice before committing to this investment.

OPTIONEES IN NORWAY

There are no country specific provisions.

OPTIONEES IN POLAND

Exchange Control Notice

Polish residents holding foreign securities (including Shares) abroad must report information to the National Bank of Poland on transactions and balances of the securities deposited in such accounts if the value of such transactions or balances (calculated individually or together with other assets or liabilities held abroad) exceeds PLN 7,000,000. If required, the reports are due on a quarterly basis. Polish residents are also required to transfer funds through a bank account in Poland if the transferred amount in any single transaction exceeds a specified threshold (currently €15,000). Further, upon the request of a Polish bank, Polish residents are required to inform the bank about all foreign exchange transactions performed through such bank. Optionee should maintain evidence of such foreign exchange transactions for five years, in case of a request for their production by the National Bank of Poland.

OPTIONEES IN ROMANIA

Exchange Control Notice

If Optionee deposits the proceeds from the sale of Shares issued to him or her at exercise and settlement of the Shares in a bank account in Romania, Optionee may be required to provide the Romanian bank with appropriate documentation explaining the source of the funds.

Optionee should consult his or her personal advisor to determine whether Optionee will be required to submit such documentation to the Romanian bank.

OPTIONEES IN RUSSIA

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Exchange Control Notice

If Optionee remits funds out of Russia to purchase Shares, the funds must be remitted from a foreign currency account in Optionee’s name at an authorized bank in Russia. This requirement does not apply if Optionee uses a cashless exercise such that all or part of the shares subject to the Option will be sold immediately upon exercise and the proceeds of sale remitted to the Company to cover the Option Exercise Price for the purchased shares and any withholding taxes because, in this case, there is no remittance of funds out of Russia.

Regardless of what method of exercise is used to purchase Shares, Optionee must repatriate the proceeds from the sale of shares and any dividends received in relation to the shares to Russia within a reasonably short period after receipt. The sale proceeds and any dividends received must be initially credited to Optionee through a foreign currency account opened in Optionee’s name at an authorized bank in Russia. After the funds are initially received in Russia, they may be further remitted to a foreign bank subject to the following limitations: (i) the foreign account may be opened only for individuals; (ii) the foreign account may not be used for business activities; (iii) the Russian tax authorities must be given notice about the opening/closing of each foreign account within one month of the account opening/closing; and (iv) the Russian tax authorities must be given notice of the account balances of such foreign accounts as of the beginning of each calendar year.

Securities Law Notice

Optionee acknowledges that the Agreement, the grant of the Option, the Plan and all other materials Optionee may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia and therefore, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Optionee acknowledges that he or she may hold Shares issued upon exercise of the Option in Optionee’s account with the Company’s third party administrator in the U.S. However, in no event will Shares issued to Optionee under the Plan be delivered to Optionee in Russia.

Optionee is not permitted to sell shares acquired under the Plan directly to a Russian legal entity or resident.

Data Privacy. This data privacy consent replaces the data privacy section of the Agreement:

1. Purposes for processing of the Personal Data		1. Цели обработки Персональных данных
1.1.	Granting to the Optionee restricted share units or rights to purchase shares of common stock.	1.1.	Предоставление Субъектам персональных данных ограниченных прав на акции (RSU) или прав покупки обыкновенных акций.

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1.2.	Compliance with the effective Russian Federation laws;	1.2.	Соблюдение действующего законодательства Российской Федерации;
2. The Optionee hereby grants consent to processing of the personal data listed below		2. Субъект персональных данных настоящим дает согласие на обработку перечисленных ниже персональных данных
2.1.	Last name, first name, patronymic, year, month, date and place of birth, gender, age, address, citizenship, information on education, contact details (home address(es), direct office, home and mobile telephone numbers, e-mail address, etc.), photographs;	2.1.	Фамилия, имя, отчество, год, месяц, дата и место рождения, пол, возраст, адрес, гражданство, сведения об образовании, контактная информация (домашний(е) адрес(а), номера прямого офисного, домашнего и мобильного телефонов, адрес электронной почты и др.), фотографии;
2.2.	Information contained in personal identification documents (including passport details), tax identification number and number of the State Pension Insurance Certificate, including photocopies of passports, visas, work permits, drivers licenses, other personal documents;	2.2.	Сведения, содержащиеся в документах, удостоверяющих личность, в том числе паспортные данные, ИНН и номер страхового свидетельства государственного пенсионного страхования, в том числе фотокопии паспортов, виз, разрешений на работу, водительских удостоверений, других личных документов;
2.3.	Information on employment, including the list of duties, information on the current and former employers, information on promotions, disciplinary sanctions, transfer to other position / work, etc.;	2.3.	Информация о трудовой деятельности, включая должностные обязанности, информация о текущем и прежних работодателях, сведения о повышениях, дисциплинарных взысканиях, переводах на другую должность/работу, и т.д.;
2.4.	Information on the Optionee’s salary amount, information on salary changes, on participation in employer benefit plans and programs, on bonuses paid, etc.;	2.4.	Информация о размере заработной платы Субъекта персональных данных, данные об изменении заработной платы, об участии в премиальных системах и программах Работодателя, информация о выплаченных премиях, и т.д.;
2.5.	Information on work time, including hours scheduled for work per week and hours actually worked;	2.5.	Сведения о рабочем времени, включая нормальную продолжительность рабочего времени в неделю и количество фактически отработанного рабочего времени;

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2.6.	Information on potential membership of certain categories of employees having rights for guarantees and benefits in accordance with the Russian Federation Labor Code and other effective legislation;	2.6.	Сведения о принадлежности к определенным категориям работников, которым предоставляются гарантии и льготы в соответствии с Трудовым кодексом Российской Федерации и иным действующим законодательством;
2.7.	Information on the Optionee’s tax status (exempt, tax resident status, etc.);	2.7.	Информация о налоговом статусе Субъекта персональных данных (освобождение от уплаты налогов, является ли налоговым резидентом и т.д.);
2.8.	Information on shares of Common Stock or directorships held by the Optionee, details of all awards or any other entitlement to shares of Common Stock awarded, cancelled, exercised, vested, unvested or outstanding;	2.8.	Информация об обыкновенных акциях или членстве в совете директоров Субъекта персональных данных, обо всех программах вознаграждения или иных правах на получение обыкновенных акций, которые были предоставлены, аннулированы, исполнены, погашены, непогашены или подлежат выплате.
2.9.	Any other information, which may become necessary to the Company in connection with the purposes specified in Clause 3 above.	2.9.	Любые иные данные, которые могут потребоваться Операторам в связи с осуществлением целей, указанных в п. 3 выше.
the “Personal Data”		далее – «Персональные данные»
3.1. The Optionee hereby consents to performing the following operations with the Personal Data:		3.1. Субъект персональных данных настоящим дает согласие на совершение с Персональными данными перечисленных ниже действий:
3.1.1	processing of the Personal Data, including collection, systematization, accumulation, storage, verification (renewal, modification), use, dissemination (including transfer), impersonalizing, blockage, destruction;	3.1.1.	обработка Персональных данных, включая сбор, систематизацию, накопление, хранение, уточнение (обновление, изменение), использование, распространение (в том числе передача), обезличивание, блокирование, уничтожение персональных данных;

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3.1.2	transborder transfer of the Personal Data to оperators located on the territory of foreign states. The Optioneehereby confirms that he was notified of the fact that the recipients of the Personal Data may be located in foreign states that do not ensure adequate protection of rights of personal data subjects;	3.1.2.	трансграничная передача Персональных данных операторам на территории любых иностранных государств. Субъект персональных данных настоящим подтверждает, что он был уведомлен о том, что получатели Персональных данных могут находиться в иностранных государствах, не обеспечивающих адекватной защиты прав субъектов персональных данных;
3.1.3	including Personal Data into generally accessible sources of personal data (including directories, address books and other), placing Personal Data on the Company’s web-sites on the Internet.	3.1.3.	включение Персональных данных в общедоступные источники персональных данных (в том числе справочники, адресные книги и т.п.), размещение Персональных данных на сайтах Операторов в сети Интернет.
3.2. General description of the data processing methods used by the Company		3.2. Общее описание используемых Оператором(ами) способов обработки персональных данных
3.2.1. When processing the Personal Data, theCompanyundertakes the necessary organizational and technical measures for protecting the Personal Data from unlawful or accidental access to them, from destruction, change, blockage, copying, dissemination of Personal Data, as well as from other unlawful actions.		3.2.1. При обработке Персональных данных Операторы принимают необходимые организационные и технические меры для защиты Персональных данных от неправомерного или случайного доступа к ним, уничтожения, изменения, блокирования, копирования, распространения Персональных данных, а также от иных неправомерных действий.

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3.2.2. Processing of the Personal Data by the Company shall be performed using the data processing methods that ensure confidentiality of the Personal Data, except where: (1) Personal Data is impersonalized; and (2) in relation to publicly available Personal Data; and in compliance with the established requirements to ensuring the security of personal data, the requirements to the tangible media of biometric personal data and to the technologies for storage of such data outside personal data information systems in accordance with the effective legislation.	3.2.2. Обработка Персональных данных Операторами осуществляется при помощи способов, обеспечивающих конфиденциальность таких данных, за исключением следующих случаев: (1) в случае обезличивания Персональных данных; (2) в отношении общедоступных Персональных данных; и при соблюдении установленных требований к обеспечению безопасности персональных данных, требований к материальным носителям биометрических персональных данных и технологиям хранения таких данных вне информационных систем персональных данных в соответствии с действующим законодательством.
4. Term, revocation procedure	4. Срок, порядок отзыва
This Statement of Consent is valid for an indefinite term. The Optionee may revoke this consent by sending to Company a written notice at least ninety (90) days in advance of the proposed consent revocation date. The Optionee agrees that during the specified notice period the Company is not obliged to cease processing of personal data or to destroy the personal data of the Optionee.	Настоящее согласие действует в течение неопределенного срока. Субъект персональных данных может отозвать настоящее согласие путем направления Оператору(ам) письменного(ых) уведомления(ий) не менее чем за 90 (девяносто) дней до предполагаемой даты отзыва настоящего согласия. Субъект персональных данных соглашается на то, что в течение указанного срока Оператор(ы) не обязан(ы) прекращать обработку персональных данных и уничтожать персональные данные Субъекта персональных данных.

OPTIONEES IN SINGAPORE

Securities Law Notice

The grant of the Option is being made on a private basis and is, therefore, exempt from registration in Singapore.

The Optionee should be aware of the Singapore insider trading rules, which may impact the acquisition or disposal of Shares or rights to Shares (e.g., Options) under the Plan. Under the Singapore insider trading rules, the Optionee is prohibited from acquiring or selling Shares or rights to Shares when in possession of information which is not generally available and which the Optionee knows or should know will have a material effect on the price of Shares once such information is generally available.

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Director Notification

If Optionee is a director of a Singapore Subsidiary of the Company, Optionee must notify the Singapore Subsidiary in writing within two business days of Optionee receiving or disposing of an interest (e.g., Options, Shares) in the Company or any Subsidiary or within two days of becoming a director if such an interest exists at the time. This notification alert also applies to an associate director of the Singapore Subsidiary and to a shadow director of the Singapore Subsidiary (i.e., an individual who is not on the board of directors of the Singapore Subsidiary but who has sufficient control so that the board of directors of the Singapore Subsidiary acts in accordance with the “directions and instructions” of the individual).

OPTIONEES IN SLOVAK REPUBLIC

Foreign Assets Reporting Information

If the Optionee permanently resides in the Slovak Republic and, apart from being employed, carries on business activities as an independent entrepreneur (in Slovakian, podnikatel), the Optionee will be obligated to report his or her foreign assets (including any foreign securities) to the National Bank of Slovakia (provided that the value of the foreign assets exceeds an amount of €2,000,000). These reports must be submitted on a monthly basis by the 15^th day of the respective calendar month, as well as on a quarterly basis by the 15^th day of the calendar month following the respective calendar quarter, using notification form DEV (NBS) 1-12, which may be found at the National Bank of Slovakia’s website at www.nbs.sk.

OPTIONEES IN SLOVENIA

There are no country-specific provisions.

OPTIONEES IN SOUTH AFRICA

Withholding Taxes. The following provision supplements Section 8(a) of the Agreement.

By accepting the Option, the Optionee agrees to notify the Employer of the amount of any gain realized upon exercise of the Option. If the Optionee fails to advise the Employer of the gain realized upon exercise of the Option, he or she may be liable for a fine. The Optionee will be responsible for paying any difference between the actual tax liability and the amount withheld.

Tax Clearance Certificate for Cash Exercises. If the Optionee exercises the Option by a cash purchase exercise, the Optionee is required to obtain and provide to the Employer, or any third party designated by the Employer or the Company, a Tax Clearance Certificate (with respect to Foreign Investments) bearing the official stamp and signature of the Exchange Control Department of the South African Revenue Service (“SARS”). The Optionee must renew this Tax Clearance Certificate each twelve (12) months or in such other period as may be required by the SARS.

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If the Optionee exercises the Option by a cashless exercise whereby no funds are remitted offshore for the purchase of shares, he or she is not required to obtain a Tax Clearance Certificate.

Exchange Control Notice

Under current South African exchange control policy, if the Optionee is a South African resident, he or she may invest a maximum of ZAR5,000,000 per annum in offshore investments, including in Shares. The first ZAR1,000,000 annual discretionary allowance requires no prior authorization. The next ZAR4,000,000 requires tax clearance. This limit does not apply to non‑resident employees. It is the Optionee’s responsibility to ensure that he or she does not exceed this limit and obtains the necessary tax clearance for remittances exceeding ZAR1,000,000. This limit is a cumulative allowance; therefore, the Optionee’s ability to remit funds for the exercise of an Option will be reduced if the Optionee’s foreign investment limit is utilized to make a transfer of funds offshore that is unrelated to the Option. If the ZAR5,000,000 limit will be exceeded as a result of an Option exercise, the Optionee may still exercise the Option and participate in the Plan, however the Optionee will be required to immediately sell the Shares underlying the exercised Option and repatriate the proceeds to South Africa. If the ZAR5,000,000 limit is not exceeded, the Optionee will not be required to immediately repatriate the sale proceeds to South Africa.

The Optionee is solely responsible for complying with applicable South African exchange control regulations. Since the exchange control regulations change frequently and without notice, the Optionee should consult his or her legal advisor prior to the acquisition or sale of Shares under the Plan to ensure compliance with current regulations. As noted, it is the Optionee’s responsibility to comply with South African exchange control laws, and neither the Company nor the Employer will be liable for any fines or penalties resulting from failure to comply with applicable laws.

OPTIONEES IN SPAIN

Vesting Schedule

This provision supplements Section 2(a) of the Agreement.

The Optionee understands and agrees that, as a condition of the grant of the Option, upon the date that the Optionee ceases to be a Service Provider for any reason (including the reasons listed below), all Options that have not yet vested (or that do not become vested as a result of the Optionee’s death) shall be forfeited.

In particular, the Optionee understands and agrees that any Options that have not yet vested (or that do not become vested as a result of the Optionee’s death) as of the date that the Optionee is no longer actively providing services shall be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of the Optionee ceasing to be a Service Provider by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under

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Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.

Nature of Plan

This provision supplements Section 18 of the Agreement. In accepting the grant, Optionee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan.

Optionee understands that the Company, in its sole discretion, has unilaterally and gratuitously decided to grant Options under the Plan to individuals who may be Employees of the Company or a Subsidiary throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or Subsidiary on an ongoing basis. Consequently, Optionee understands that the Option is granted on the assumption and condition that the Option and the Shares issued upon exercise of the Option shall not become a part of any employment contract (either with the Company or a Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, Optionee understands that the grant of the Option would not be made to Optionee but for the assumptions and conditions referred to above; thus, Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any Option grant shall be null and void.

Exchange Control Notice

When receiving foreign currency payments derived from the ownership of Shares (i.e., as a result of the sale of the Shares), Optionee must inform the financial institution receiving the payment, the basis upon which such payment is made. Optionee will need to provide the institution with the following information: (i) his or her name, address, and fiscal identification number; (ii) the name and corporate domicile of Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and (vii) additional information that may be required.

If Optionee wishes to import the ownership title of the Shares (i.e., share certificates) into Spain, he or she must declare the importation of such securities to the Dirección General de Política Comercial e Inversiones Exteriores.

To participate in the Plan, Optionee must comply with exchange control regulations in Spain that require that the purchase of Shares be declared for statistical purposes. If a Spanish financial institution executes the transaction, the institution will automatically make the declaration on Optionee’s behalf; otherwise, it is Optionee’s responsibility to make the declaration. In addition, Optionee must file a declaration of ownership of foreign securities each January.

Translations of the Agreement and this Addendum in Spanish can be provided to Optionee upon request.

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Se le facilitará una traducción al castellano de la documentación del incentivo (Award) si así lo solicitase.

Effective January 1, 2013, Optionee will be required to declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held, depending on the amount of the transactions during the relevant year or the balances in such accounts as of December 31 of the relevant year.

Foreign Assets Reporting Notice

Effective January 1, 2013, there is a reporting requirement for assets or rights deposited or held outside of Spain (including Shares acquired under the Plan or cash proceeds from the sale of Shares acquired under the Plan) if the value of such right or assets exceeds €50,000 on an individual basis. This new obligation applies to rights and assets held as of December 31 and requires that information on such rights and assets be included in your tax return filed with the Spanish tax authorities the following year.

OPTIONEES IN SWEDEN

There are no country specific provisions.

OPTIONEES IN SWITZERLAND

Securities Law Notice

The grant of Options is considered a private offering in Switzerland and is therefore not subject to securities registration in Switzerland.

OPTIONEES IN TAIWAN

Exchange Control Notice

Optionees may acquire foreign currency, and remit the same out of Taiwan, up to US$5 million per year without justification. When remitting funds for the purchase of Shares pursuant to the Plan, such remittances should be made through an authorized foreign exchange bank. In addition, if Optionee remits TWD$500,000 or more in a single transaction, he or she must submit a Foreign Exchange Transaction Form to the remitting bank. If the transaction amount is US$500,000 or more in a single transaction, Optionee also must provide supporting documentation to the satisfaction of the remitting bank.

OPTIONEES IN THAILAND

Exchange Control Notice

Optionee must immediately repatriate the proceeds from the sale of Shares and any cash dividends received in relation to the Shares to Thailand and convert the funds to Thai Baht within 360 days of receipt. If the repatriated amount is US$20,000 or more, Optionee must report the inward remittance by submitting the Foreign Exchange Transaction Form to an authorized agent, i.e., a

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commercial bank authorized by the Bank of Thailand to engage in the purchase, exchange and withdrawal of foreign currency.

OPTIONEES IN TURKEY

Securities Law Notice

Under Turkish law, the Optionee is not permitted to sell Shares acquired under the Plan in Turkey. The Shares are currently traded on the New York Stock Exchange, which is located outside of Turkey and the Shares may be sold through this exchange.

Exchange Control Notice

The Optionee may be required to engage a Turkish financial intermediary to assist with the cash exercise of an Option or the sale of Shares acquired under the Plan. To the extent a Turkish financial intermediary is required in connection with the Option exercise or the sale of any Shares acquired upon exercise of the Option, the Optionee is solely responsible for engaging such Turkish financial intermediary. The Optionee should consult his or her personal legal advisor prior to the exercise of Option or any sale of Shares to ensure compliance with the current requirements.

OPTIONEES IN UNITED ARAB EMIRATES

Securities Law Notice

Participation in the Plan is being offered only to selected Optionees and is in the nature of providing equity incentives to Optionees in the United Arab Emirates. The Plan and the Award Agreement are intended for distribution only to such Optionees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If Optionee does not understand the contents of the Plan and the Award Agreement, Optionee should consult an authorized financial adviser. The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or the Award Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.

OPTIONEES IN THE UNITED KINGDOM

The following replaces Section 8(a) of the Agreement in its entirety:

(a)    Withholding Taxes. Regardless of any action the Company or any Subsidiary employing Optionee (the “Employer”) take with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant, vesting, exercise, release or assignment of any Option (the “Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax Related Items associated with the Option is and remains Optionee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the

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grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax Related Items. Further, if Optionee has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

As a condition of the issuance of Shares upon exercise of the Option, the Company and/or the Employer shall be entitled to withhold and Optionee agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, Optionee authorizes the Company and/or the Employer, in its sole discretion and to the extent permitted under local law, to satisfy the obligations with regard to all Tax Related Items legally payable by Optionee by one or a combination of the following: (i) require Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from Optionee’s wages or other compensation payable to Optionee by the Company and/or the Employer; (iii) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (iv) withholding in Shares otherwise issuable to Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event.

Optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the event giving rise to the Tax-Related Items (the “Chargeable Event”) that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 days of the Chargeable Event, or, if the Chargeable Event occurs on or after April 6, 2014, within 90 days after the end of the UK tax year in which the Chargeable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), Optionee agrees that the amount of any uncollected Tax-Related Items shall (assuming Optionee is not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)), constitute a loan owed by Optionee to the Employer, effective on the Due Date. Optionee agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related Items as described in this Section, the Company may refuse to deliver the Shares acquired under the Plan.

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EX-10.4

Exhibit 10.4

DANAHER CORPORATION

1998 STOCK OPTION PLAN, AS AMENDED

PURPOSE	Danaher Corporation, a Delaware corporation (“Danaher” or the “Company”), wishes to recruit, reward, and retain key employees and outside directors. To further these objectives, the Company hereby sets forth the Danaher Corporation 1998 Stock Option Plan, as amended (the “Plan”) to provide options (“Options”) to employees to purchase shares of the Company’s common stock (the “Common Stock”). The Company may also make direct grants of Common Stock (“Restricted Stock Grants”) to participants as a bonus or other incentive or grant such stock in lieu of Company obligations to pay cash under other plans or compensatory arrangements, including any deferred compensation plans, and may also grant stock appreciation rights (“SARs”), restricted stock units (“RSUs”), and other stock-based awards (“Other Stock-Based Awards”). Grants of the various equity-related instruments are “Awards.”
PARTICIPANTS	All Employees and non-Employee directors (“Eligible Directors”) of Danaher and Eligible Subsidiaries are eligible for Awards under this Plan. Eligible employees and directors become “optionees” or “recipients” when the Administrator grants them, respectively, an Option or one of the other Awards under this Plan. Optionees and recipients are referred to collectively as “participants.” The term “participant” also includes, where appropriate, a person authorized to exercise an Option or hold or receive another Award in place of the intended original recipient.
	“Employee” means any person employed as a common law employee of the Company or an Eligible Subsidiary.
ADMINISTRATOR	The Administrator will be the Compensation Committee of the Board of Directors of Danaher (the “Compensation Committee”), unless the Board specifies another committee. The Board may also act under the Plan as though it were the Compensation Committee.
	The Administrator is responsible for the general operation and administration of the Plan and for carrying out its provisions and has full discretion in interpreting and administering the provisions of the Plan. Subject to the express provisions of the Plan, the Administrator may exercise such powers and authority of the Board as the Administrator may find necessary or appropriate to carry out its functions. The Administrator may delegate its functions (other than those described in the GRANTING OF AWARDS section) to officers or employees.

BO1 15943942.4

	The Administrator’s powers will include, but not be limited to, the power to: construe and interpret the terms of the Plan and Awards granted pursuant to the Plan (including the power to remedy any ambiguity, inconsistency, or omission); amend, waive, or extend any provision or limitation of any Award (except as limited by the terms of the Plan); in order to fulfill the purposes of the Plan and without amending the Plan, to modify Awards to participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs; and, to adopt such procedures as are necessary or appropriate to carryout the foregoing. All decisions, determinations and interpretations of the Administrator shall be final and binding on all holders of any Award. The Administrator may act through meetings of a majority of its members or by unanimous consent.
GRANTING OF AWARDS	Subject to the terms of the Plan, the Administrator will, in its sole discretion, determine
	the recipients of Awards,
	the terms of such Awards,
	the schedule for exercisability and nonforfeitability (including any requirements that the participant or the Company satisfy performance criteria or Performance Objectives),
	the time and conditions for expiration of the Awards, and
	the form of payment due upon exercise or grant.
	The Administrator’s determinations under the Plan need not be uniform and need not consider whether possible participants are similarly situated.
	Options granted to employees are not intended to qualify as “incentive stock options” (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), or the corresponding provision of any subsequently enacted tax statute. The Administrator may not reduce the Exercise Price of any outstanding Option, other than as provided under Adjustments upon Changes in Capital Stock. Subject to the foregoing, the Administrator may set whatever conditions it considers appropriate for the Awards.
Substitutions	The Administrator may also grant Awards in substitution for options or other equity interests held by individuals who become Employees of the Company or of an Eligible Subsidiary as a result of the Company’s acquiring or merging with the individual’s employer. If necessary to conform the Awards to the interests for which they are substitutes, the Administrator may grant substitute Awards under terms and conditions that vary from those the Plan otherwise requires.
DATE OF GRANT	The “Date of Grant” will be the date as of which the Administrator grants an Award to a person, as specified in the Administrator’s minutes.

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EXERCISE PRICE	The “Exercise Price” is the value of the consideration that a participant must provide in exchange for one share of Common Stock. The Administrator will determine the Exercise Price under each Option and may set the Exercise Price without regard to the Exercise Price of any other Options granted at the same or any other time. The Company may use the consideration it receives from the optionee for general corporate purposes.
	The Exercise Price per share for the Options may not be less than 100% of the Fair Market Value of a share on the Date of Grant.
	The Administrator may satisfy any state law requirements regarding adequate consideration for Restricted Stock Grants by (i) issuing Common Stock held as treasury stock or repurchased on the open market or (ii) charging the recipients at least the par value for the shares covered by the Restricted Stock Grant.
Fair Market Value	“Fair Market Value” of a share of Common Stock for purposes of the Plan will be determined as follows:
	if the Common Stock is traded on a national securities exchange, the closing sale price on that date;
	if the Common Stock is not traded on any such exchange, the closing sale price as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (“Nasdaq”) for such date;
	if no such closing sale price information is available, the average of the closing bid and asked prices as reported by Nasdaq for such date; or
	if there are no such closing bid and asked prices, the average of the closing bid and asked prices as reported by any other commercial service for such date.
	For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date shall be determined by using the closing sale price or the average of the closing bid and asked prices, as appropriate, for the immediately preceding trading day.
EXERCISABILITY	The Administrator will determine the times and conditions for exercise or retention of each Award but may not extend the period for exercise of an Option or SAR beyond the tenth anniversary of its Date of Grant.
	Awards will become exercisable or nonforfeitable at such times and in such manner as the Administrator determines and the Award Certificate indicates; provided, however, that the Administrator may, on such terms and conditions as it determines appropriate, accelerate the time at which the participant may exercise any portion of an Option or at which restrictions or other conditions on other Awards will lapse.

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If the Administrator does not specify otherwise, Options for Employees will become exercisable and restrictions on other Awards will lapse as to one-fifth of the covered shares on each of the first five anniversaries of the Date of Grant, and Options for Eligible Directors will become exercisable in full as of the Date of Grant. Subject to the section below entitled “Award Expiration,” unless the Administrator provides otherwise, the passage of time after a participant’s Retirement will continue to count for purposes of determining the extent to which an Award is exercisable or nonforfeitable.

No portion of an Award that is unexercisable, unvested or forfeitable at a participant’s termination of employment for any reason other than Retirement (as defined below) will thereafter become exercisable or nonforfeitable, unless the Award Certificate provides otherwise, either initially or by amendment. All unexpired Options become fully exercisable or nonforfeitable, as applicable, in the event the participant reaches age 65 while employed irrespective of whether the person then retires.

For purposes of the Plan, termination of employment means the time when the active employer-employee or other active service-providing relationship between the employee and the Company ends for any reason, including retirement. For purposes of Awards granted under this Plan, the Administrator shall have discretion to determine whether a participant has ceased to be actively employed by (or, in the case of an Eligible Director, has ceased actively providing services to) the Company or Eligible Subsidiary, and the effective date on which such active employment (or active service-providing relationship) terminated. For the avoidance of doubt, a participant’s active employer-employee or other active service-providing relationship shall not be extended by any notice period mandated under local law (e.g., active employment shall not include a period of “garden leave”, paid administrative leave or similar period pursuant to local law), and in the event of a participant’s termination of employment (whether or not in breach of local labor laws), participant’s right to exercise any Option after termination of employment, if any, shall be measured by the date of termination of active employment or service and shall not be extended by any notice period mandated under local law. Unless the Administrator provides otherwise, (1) termination of employment will include instances in which a common law employee is terminated and immediately rehired as an independent contractor, and (2) the spin‑off, sale, or disposition of a participant’s employer from the Company or an Eligible Subsidiary (whether by transfer of shares, assets or otherwise) shall constitute a termination of employment or service.

Automatic Exercise of Certain Expiring Options. Notwithstanding any other provision of this Plan or any Award agreement (other than this Section), on the last trading day on which all or a portion of an outstanding Option may be exercised, if as of the close of trading on such day the then Fair Market Value of a share of Common Stock exceeds the per share Exercise Price of the Option by at least $.01 (such expiring portion of an Option that is so in-the-money, an “Auto-Exercise Eligible Option”), the optionee shall be deemed to have automatically exercised such Auto-Exercise Eligible Option (to the extent it has not previously been exercised or forfeited) as of the close of trading in accordance with the provisions of this Section. In the event of an automatic exercise pursuant to this Section, the Company shall reduce the number of shares of Common Stock issued to the optionee upon such optionee’s automatic exercise of the Auto-Exercise Eligible Option in an amount necessary to satisfy (1) the optionee’s Exercise Price obligation for the Auto-Exercise Eligible Option, and (2) the minimum, applicable Federal, state, local and, if applicable, foreign income and employment tax and social insurance withholding requirements arising upon the automatic exercise (unless the Administrator deems that a different method of satisfying such withholding obligations is practicable and advisable), in each case based on the Fair Market Value of the Common Stock as of the close of trading on the date of exercise. In accordance with procedures established by the Administrator, an optionee may notify the Company’s record-keeper in writing in advance that he or she does not wish for the Auto-Exercise Eligible Option to be exercised. This Section shall not apply to any Option to the extent that this Section causes the Option to fail to qualify for favorable tax treatment under applicable law. In its discretion, the Company may determine to cease automatically exercising Options at any time.

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METHOD OF EXERCISE	To exercise any exercisable portion of an Award, the participant must:
	Deliver a written notice of exercise to the Secretary of the Company (or to whomever the Administrator designates), in a form complying with any rules the Administrator may issue, signed by the participant, and specifying the number of shares of Common Stock underlying the portion of the Award the participant is exercising;
	Pay the full Exercise Price (if any) by cashier’s or certified check for the shares of Common Stock with respect to which the Award is being exercised, unless the Administrator consents to another form of payment (which could include the use of Common Stock); and
	Deliver to the Secretary of the Company (or to whomever the Administrator designates) such representations and documents as the Administrator, in its sole discretion, may consider necessary or advisable.
	Payment in full of the Exercise Price need not accompany the written notice of exercise provided the notice directs that the stock certificates for the shares issued upon the exercise be delivered to a licensed broker acceptable to the Company as the agent for the individual exercising the option and at the time the stock certificates are delivered to the broker, the broker will tender to the Company cash or cash equivalents acceptable to the Company and equal to the Exercise Price.

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	The Administrator may agree to payment through the tender to the Company of shares of Common Stock. Shares of stock offered as payment will be valued, for purposes of determining the extent to which the optionee has paid the Exercise Price, at their Fair Market Value on the date of exercise. The Administrator may also, in its discretion, accept attestation of ownership of Common Stock and issue a net number of shares upon Option exercise.
AWARD EXPIRATION	No one may exercise an Option or exercisable Award more than ten years after its Date of Grant. Unless the Administrator provides otherwise, either initially or by amendment, no one may exercise an exercisable Award (and any otherwise nonforfeitable portions of the exercisable Awards will then expire) after the first to occur of:
Employment Termination	The 90th day after the date of termination of employment (other than for death, Disability, Retirement or Gross Misconduct).
Retirement	For either Early or Normal Retirement (both as defined below and both collectively referred to as “Retirement”), the fifth anniversary of Retirement. Solely for purposes of this Plan, “Normal Retirement” occurs on the date an employee voluntarily ceases to be an Employee at or after reaching age 65, and “Early Retirement” occurs on the date an employee voluntarily ceases to be an Employee if both (i) the employment termination occurs before the Employee reaches age 65 and (ii) the Administrator determines that the cessation constituted “retirement” for purposes of this Plan. In deciding whether a termination of employment is an Early Retirement, the Administrator need not consider the definition under any other Company Plan.
Gross Misconduct	For the Company’s termination of the participant’s employment as a result of the participant’s Gross Misconduct, the time of such termination. For purposes of this Plan, “Gross Misconduct” means the participant has
	(i) committed fraud, misappropriation, embezzlement, willful misconduct or gross negligence with respect to the Company or any Subsidiary thereof, or any other action in willful disregard of the interests of the Company or any Subsidiary thereof;
	(ii) been convicted of, or pled guilty or no contest to, (1) a felony, (2) any misdemeanor (other than a traffic violation) with respect to his/her employment, or (3) any other crime or activity that would impair his/her ability to perform his/her duties or impair the business reputation of the Company or any Subsidiary thereof;

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	(iii) refused or willfully failed to adequately perform any duties assigned to him/her; or
	(iv) refused or willfully failed to comply with standards, policies or procedures of the Company or any Subsidiary thereof, including without limitation the Company’s Standard of Conduct as amended from time to time.
Disability	For disability, the earlier of (i) the first anniversary of the participant’s termination of employment for disability and (ii) 60 days after the participant no longer has a disability, where “disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve months; or
Death	The date 12 months after the participant’s death.
	If exercise is permitted after termination of employment, the Award will nevertheless expire as of the date that the former employee violates any covenant not to compete or any other post--employment covenant (including without limitation any nonsolicitation, nonpiracy of employees, nondisclosure, nondisparagement, works-made-for-hire or similar covenants) in effect between the Company and any Subsidiary thereof, on the one hand, and the former employee on the other hand.
	Nothing in this Plan extends the term of an Award beyond the tenth anniversary of its Date of Grant, nor does anything in this AWARD EXPIRATION section make an Award exercisable or nonforfeitable that has not otherwise become exercisable or nonforfeitable.
Leave of Absence	The active employer-employee or other active service-providing relationship between the participant and the Company or an Eligible Subsidiary shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; or (iii) any other leave of absence, in each case to the extent approved by the Administrator. For the avoidance of doubt, the Administrator, in its sole discretion, may determine that a participant’s leave of absence to complete a course of study will not constitute termination of employment for purposes of the Plan. Further, during any approved leave of absence, the Administrator shall have discretion to provide that the vesting of any Awards held by the participant shall be frozen as of the first day of the leave and shall not resume until and unless the participant returns to active employment prior to the expiration of the term (if any) of the Awards, subject to any requirements of applicable laws or contract. The Administrator, in its sole discretion, will determine all questions of whether particular terminations or leaves of absence are terminations of active employment or service.

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AWARD CERTIFICATES	Award Certificates will set forth the terms of each Award and will include such terms and conditions, consistent with the Plan, as the Administrator may determine are necessary or advisable. To the extent the certificate is inconsistent with the Plan, the Plan will govern. The Award Certificates may contain special rules. The Administrator may, in its discretion, require Award agreements rather than certificates.
STOCK APPRECIATION RIGHTS	A SAR represents the right to receive a payment, in cash, shares of Common Stock or both (as determined by the Administrator), equal to the excess of the Fair Market Value on the date the SAR is exercised over the SAR’s Exercise Price, if any. The Administrator will establish in its sole discretion the exercise price of a SAR and all other applicable terms and conditions, which will be set forth in the applicable Award Certificate or Award agreement.
RSUs	RSUs shall be credited as a bookkeeping entry in the name of the Employee or Eligible Director in an account maintained by the Company. No shares of Common Stock are actually issued to the participant in respect of RSUs on the Date of Grant. Shares of Common Stock shall be issuable to the participant only upon the lapse of such restrictions and satisfaction of such vesting conditions, including time-based vesting conditions and/or the attainment of Performance Objectives, as determined and certified by the Committee.
	The Administrator may satisfy any Delaware corporate law requirements regarding adequate consideration for RSUs by (i) issuing Common Stock held as treasury stock or repurchased on the open market or (ii) charging the recipients at least the par value for the shares of Common Stock covered by the RSUs.
	RSUs will vest and the underlying shares of Common Stock will become nonforfeitable at such times and in such manner as the Administrator determines. In the event the participant reaches age 65 while employed, irrespective of whether the participant then retires, all time-based vesting conditions on outstanding RSUs will be deemed satisfied in full and the Award shall become fully vested if prior to the expiration of the award it is determined that the performance-based vesting conditions or Performance Objectives have been satisfied. Unless otherwise specified by the Administrator, any performance-based vesting conditions or Performance Objectives must be satisfied, if at all, prior to the 10th anniversary of the Date of Grant.

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	A recipient who is awarded RSUs under the Plan shall possess no incidents of ownership with respect to the underlying shares of Common Stock.
	Any RSU Award shall be paid in a lump sum in shares within 30 days of the later of the date on which the participant has satisfied the Award’s time-based vesting requirements and the date the Administrator (or the Compensation Committee, as the case may be) determines if applicable that the Performance Criteria for such RSU Award has been satisfied.
OTHER STOCK- BASED AWARDS	The Administrator may grant Other Stock-Based Awards that are denominated in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock. The purchase, exercise, exchange or conversion of Other Stock-Based Awards and all other terms and conditions applicable to the Awards will be determined by the Administrator in its sole discretion and will be set forth in the applicable Award Certificate or Award agreement.
STOCK SUBJECT TO PLAN	Except as adjusted below under “Substantial Corporate Change,” the aggregate number of shares of Common Stock that may be issued under the Awards may not exceed 60 million shares and the maximum number of shares that may be subject to any and all Awards, in the aggregate, for a single individual may not exceed 10 million shares. No Award that the Committee determines is subject to Performance Objectives for purposes of Code Section 162(m) may pay or cover in excess of 10 million shares of Common Stock or the cash value equivalent to that number of shares. The Common Stock may come from treasury shares, authorized but unissued shares, or previously issued shares that the Company reacquires, including shares it purchases on the open market. If any Award expires, is canceled, or terminates for any other reason, the shares of Common Stock available under that Award will again be available for the granting of new Awards.
	No adjustment will be made for a dividend or other right for which the record date precedes the date of exercise.
	The participant will have no rights of a stockholder with respect to the shares of stock subject to an Award except to the extent that the Company has issued certificates for, or otherwise confirmed ownership of, such shares upon the exercise or, as applicable, the grant or nonforfeitability of an Award.
	The Company will not issue fractional shares pursuant to the exercise of an Award. Any fractional share will be rounded up and issued to the participant in a whole share.

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PERSON WHO MAY EXERCISE	During the participant’s lifetime and except as provided under TRANSFERS, ASSIGNMENTS, AND PLEDGES, only the participant or his/her duly appointed guardian or personal representative may exercise or hold an Award (other than nonforfeitable shares of Common Stock). After his/her death, his/her personal representative or any other person authorized under a will or under the laws of descent and distribution may exercise any then exercisable portion of an Award or hold any then nonforfeitable portion of any Award. If someone other than the original recipient seeks to exercise or hold any portion of an Award, the Administrator may request such proof as it may consider necessary or appropriate of the person’s right to exercise or hold the Award.
PERFORMANCE RULES	Subject to the terms of the Plan, the Committee will have the authority to establish and administer Performance Objectives with respect to such Awards as it considers appropriate, which Performance Objectives must be satisfied, as the Committee specifies, before the participant receives or retains an Award or before the Award becomes nonforfeitable or exercisable.
	Performance Objectives will be based exclusively on one or more of the following financial measures determined based on the Company and its Subsidiaries on a group-wide basis or on the basis of parent, Subsidiary, division, business platform, or operating unit results:
	earnings per share (on a fully diluted or other basis)
	pretax or after tax net income,
	operating income,
	gross revenue,
	profit margin,
	stock price targets or stock price maintenance,
	free cash flow,
	cash flow,
	return on equity,
	return on capital,
	earnings before interest, taxes, depreciation, and amortization (EBITDA),
	strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, geographic business expansion goals, cost targets, or objective goals relating to acquisitions or divestitures,

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	or any combination of these measures (in each case before or after such objective income and expense allocations or adjustments as the Committee may specify within the Applicable Period).
	The Committee shall determine whether such Performance Objectives are attained, and such determination will be final and conclusive.
	Each Performance Objective may be expressed in absolute and/or relative terms, may be based on or use comparisons with current internal targets, the past performance of the Company (including the performance of one or more Subsidiaries, divisions, business platforms, and/or operating units) and/or the past or current performance of other companies. In the case of earnings-based measures, Performance Objectives may use comparisons relating to capital (including, but not limited to, the cost of capital), shareholders’ equity and/or shares outstanding, or to assets or net assets.
	The provisions governing the grants of Options and SARs and the establishment of Performance Objectives for other Awards are intended to conform with all provisions of Code Section 162(m) and Treas. Reg. § 1.162-27 to the extent necessary to allow the Company a Federal income tax deduction for Awards as “qualified performance based compensation,” provided that Committee retains the discretion whether to make Awards that do not so qualify. The Committee also retains the discretion to specify that it can adjust an Award payout downwards (to the extent permitted by the foregoing tax rules) under such factors as it considers appropriate.
	The measures used in setting Performance Objectives under the Plan for any given performance period will, to the extent applicable, be determined in accordance with generally accepted accounting principles (“GAAP”) and in a manner consistent with the methods used in the Company’s audited financial statements, without regard to (i) extraordinary or nonrecurring items in accordance with GAAP, (ii) changes in accounting, or (iii) the effect of discontinued operations, unless, in each of clauses (i)-(iii), the Committee decides otherwise within the Applicable Period.
	The “Applicable Period” with respect to any performance period for an Award means a period beginning on or before the first day of the performance period and ending no later than the earlier of (i) the 90th day of the performance period or (ii) the date on which 25% of the performance period has been completed.
ADJUSTMENTS UPON CHANGES IN CAPITAL STOCK	Subject to any required action by the Company (which it shall promptly take) or its stockholders, and subject to the provisions of applicable corporate law, if, after the Date of Grant of an Award,
	the outstanding shares of Common Stock increase or decrease or change into or are exchanged for a different number or kind of security by reason of any recapitalization, reclassification, stock split, reverse stock split, combination of shares, exchange of shares, stock dividend, or other distribution payable in capital stock, or

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	some other increase or decrease in such Common Stock occurs without the Company’s receiving consideration,
	the Administrator will make a proportionate and appropriate adjustment in the number of shares of Common Stock underlying each Award, so that the proportionate interest of the participant immediately following such event will, to the extent practicable, be the same as immediately before such event. Unless the Administrator determines another method would be appropriate, any such adjustment to an Option will not change the total price with respect to shares of Common Stock underlying the unexercised portion of an Option or SAR but will include a corresponding proportionate adjustment in the Option’s or SAR’s Exercise Price.
	The Administrator will make a commensurate change to the maximum number and kind of shares provided in the STOCK SUBJECT TO PLAN section.
	In the event of a declaration of an extraordinary dividend on the Common Stock payable in a form other than Common Stock in an amount that has a material effect on the price of the Common Stock, the Administrator shall make such adjustments as it, in its sole discretion, deems appropriate in the outstanding Awards and the maximum number of shares provided in the Stock Subject to Plan section.
	Any issue by the Company of any class of preferred stock, or securities convertible into shares of common or preferred stock of any class, will not affect, and no adjustment by reason thereof will be made with respect to, the number of shares of Common Stock subject to any Award or the Exercise Price except as this ADJUSTMENTS UPON CHANGES IN CAPITAL STOCK section specifically provides. The grant of an Award under the Plan will not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or to consolidate, or to dissolve, liquidate, sell, or transfer all or any part of its business or assets.
Substantial Corporate Change	Upon a Substantial Corporate Change, the Plan and any forfeitable portions of the Awards will terminate unless provision is made in writing in connection with such transaction for the assumption or continuation of outstanding Awards, or the substitution for such Awards of any options or grants covering the stock or securities of a successor employer corporation, or a parent or subsidiary of such successor, with appropriate adjustments as to the number and kind of shares of stock and prices, in which event the Awards will continue in the manner and under the terms so provided.
	Unless the Board determines otherwise, if an Award would otherwise terminate pursuant to the preceding sentence, the Administrator will either

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	provide optionees or holders of SARs will have the right, at such time before the consummation of the transaction causing such termination as the Board reasonably designates, to exercise any unexercised portions of an Option or SAR, whether or not they had previously become exercisable, or
	for any Awards, cause the Company, or agree to allow the successor, to cancel each Award after payment to the participant of an amount in cash, cash equivalents, or successor equity interests substantially equal to the Fair Market Value under the transaction (minus, for Options and SARs, the Exercise Price for the shares covered by the Option or SAR (and for any Awards, where the Board or the Administrator determines it is appropriate, any required tax withholdings)).
	A Substantial Corporate Change means the consummation of:
	the dissolution or liquidation of the Company,
	the merger, consolidation, or reorganization of the Company with one or more corporations in which the Company is not the surviving corporation (other than a merger, consolidation or reorganization which would result in the voting securities of the Company outstanding immediately prior to such event continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger, consolidation or reorganization and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity),
	the sale of all or substantially all of the assets of the Company to another corporation,
	or any transaction (including a merger or reorganization in which the Company survives) approved by the Board that results in any person or entity (other than any affiliate of the Company as defined in Rule 144(a)(1) under the Securities Act) owning 100% of the combined voting power of all classes of stock of the Company.
SUBSIDIARY EMPLOYEES	Employees of Company Subsidiaries will be entitled to participate in the Plan, except as otherwise designated by the Board of Directors or the Administrator.
	“Eligible Subsidiary” means each of the Company’s Subsidiaries, except as the Board otherwise specifies. “Subsidiary” means any corporation, limited liability company, partnership or other entity (“corporation”) (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time an Award is granted to a participant under the Plan, each of the corporations (other than the last corporation in the unbroken chain) owns stock or other equity possessing 20% or more of the total combined voting power of all classes of stock or equity in one of the other corporations in such chain.

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LEGAL COMPLIANCE	The Company will not issue any shares of Common Stock under an Award until all applicable requirements imposed by Federal and state securities laws, rules and regulations, and other federal, state, local and foreign laws, rules and regulations, and by any applicable regulatory agencies or stock exchanges, have been fully met. To that end, the Company may require the participant to take any reasonable action to comply with such requirements before issuing such shares. No provision in the Plan or action taken under it authorizes any action that is otherwise prohibited by Federal or state laws, rules, or regulations, or by any applicable regulatory agencies or stock exchanges.
	To comply with the laws in other countries in which the Company or any of its Subsidiaries operates or has Employees, the Administrator, in its sole discretion, shall have the power and authority to modify the terms and conditions of any Award granted to Employees outside the United States; modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; and take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any applicable government regulatory exemptions or approvals. Although in establishing such sub-plans, terms or procedures, the Company may endeavor to (i) qualify an Award for favorable foreign tax treatment or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment.  The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan.
	The Plan is intended to conform to the extent necessary with all provisions of the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (“Exchange Act”) and all regulations and rules the Securities and Exchange Commission issues under those laws. Notwithstanding anything in the Plan to the contrary, the Administrator must administer the Plan, and Awards may be granted and exercised, only in a way that conforms to such laws, rules, and regulations. To the extent permitted by applicable law, the Plan and any Awards will be deemed amended to the extent necessary to conform to such laws, rules, and regulations.
PURCHASE FOR INVESTMENT AND OTHER RESTRICTIONS	Unless a registration statement under the Securities Act covers the shares of Common Stock a participant receives under an Award, the Administrator may require, at the time of such grant and/or exercise and/or lapse of restrictions, that the participant agree in writing to acquire such shares for investment and not for public resale or distribution, unless and until the shares subject to the Award are registered under the Securities Act. Unless the shares are registered under the Securities Act, the participant must acknowledge:

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	that the shares received under the Award are not so registered,
	that the participant may not sell or otherwise transfer the shares unless the shares have been registered under the Securities Act in connection with the sale or transfer thereof, or
	counsel satisfactory to the Company has issued an opinion satisfactory to the Company that the sale or other transfer of such shares is exempt from registration under the Securities Act, and
	such sale or transfer complies with all other applicable laws, rules, and regulations, including all applicable Federal and state securities laws, rules, and regulations.
	Additionally, the Common Stock, when issued under an Award, will be subject to any other transfer restrictions, rights of first refusal, and rights of repurchase set forth in or incorporated by reference into other applicable documents, including the Company’s articles or certificate of incorporation, by-laws, or generally applicable stockholders’ agreements.
	The Administrator may, in its sole discretion, take whatever additional actions it deems appropriate to comply with such restrictions and applicable laws, including placing legends on certificates and issuing stop-transfer orders to transfer agents and registrars.
TAX WITHHOLDING	The participant must satisfy all applicable Federal, state, and local income and employment tax withholding requirements before the Company will deliver stock certificates or otherwise recognize ownership or nonforfeitability under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company does not or cannot withhold from other compensation, the participant must pay the Company, with a cashier’s check or certified check, the full amounts required for withholding. Payment of withholding obligations is due at the same time as is payment of the Exercise Price or lapse of restrictions, as applicable. The Administrator may instead satisfy the withholding obligations (i) by retaining shares of Common Stock from the Option exercise or release of the Award, (ii) by selling or arranging for the sale of shares of Common Stock that the participant acquires at the Option exercise or release of the Award, (iii) by allowing the participant to tender previously owned shares of Common Stock, (iv) by allowing participant to attest to his ownership of shares (with the distribution of net shares), or (v) by allowing the participant to have a broker tender to the Company cash equal to the withholding taxes, subject, in each case, to a withholding of no more than the minimum applicable tax withholding rate.

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TRANSFERS, ASSIGNMENTS OR PLEDGES

Unless the Administrator otherwise approves in advance in writing or as set forth below, an Award may not be assigned, pledged, or otherwise transferred in any way, whether by operation of law or otherwise or through any legal or equitable proceedings (including bankruptcy), by the participant to any person, except by will or by operation of applicable laws of descent and distribution. If necessary to comply with Rule 16b-3 under the Exchange Act, the participant may not transfer or pledge shares of Common Stock acquired under an Award until at least six months have elapsed from (but excluding) the Date of Grant, unless the Administrator approves otherwise in advance in writing. The Administrator may, in its discretion, expressly provide that a participant may transfer his Award, without receiving consideration, to (i) members of the optionee’s immediate family (children, grandchildren, or spouse), (ii) trusts for the benefit of such family members, or (iii) partnerships whose only partners are such family members.

AMENDMENT OR TERMINATION OF PLAN AND OPTIONS

The Board may amend, suspend, or terminate the Plan at any time, without the consent of the participants or their beneficiaries; provided, however, that no amendment will deprive any participant or beneficiary of any previously declared Award. Except as required by law or by the “Substantial Corporate Change”section, the Administrator may not, without the participant’s or beneficiary’s consent, modify the terms and conditions of an Award so as to materially adversely affect the participant. No amendment, suspension, or termination of the Plan will, without the participant’s or beneficiary’s consent, terminate or materially adversely affect any right or obligations under any outstanding Awards. Notwithstanding the foregoing to the contrary, the Board reserves the right, to the extent it deems necessary or advisable in its sole discretion, to unilaterally modify the Plan and any Awards made thereunder to ensure all Awards, Award Certificates and Award agreements provided to participants who are U.S. taxpayers are made in such a manner that either qualifies for exemption from or complies with Code Section 409A including, but not limited to, the ability to increase the exercise or purchase price of an Award (without the consent of the participant) to the Fair Market Value on the date the Award was granted; provided, however that the Company makes no representations that the Plan or any Awards will be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Plan or any Award made thereunder.

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PRIVILEGES OF STOCK OWNERSHIP	No participant and no beneficiary or other person claiming under or through such participant will have any right, title, or interest in or to any shares of Common Stock allocated or reserved under the Plan or subject to any Award except as to such shares of Common Stock, if any, that have been issued to such participant.
EFFECT ON OUTSTANDING OPTIONS	All options outstanding under the 1987 Stock Option Plan will remain subject to the terms of such plan; provided, however, that limitations imposed on such options by Rule 16b-3 will continue to apply only to the extent Rule 16b-3 so requires.
EFFECT ON OTHER PLANS	Whether receiving or exercising an Award causes the participant to accrue or receive additional benefits under any pension or other plan is governed solely by the terms of such other plan.
LIMITATIONS ON LIABILITY	Notwithstanding any other provisions of the Plan, no individual acting as a director, employee, or agent of the Company shall be liable to any participant, former participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan, nor shall such individual be personally liable because of any contract or other instrument he executes in such other capacity. The Company will indemnify and hold harmless each director, employee, or agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning this Plan unless arising out of such person’s own fraud or bad faith.
NO EMPLOYMENT CONTRACT	Nothing contained in this Plan constitutes an employment contract between the Company and the participants. The Plan does not give the participants any right to be retained in the Company’s employ, nor does it enlarge or diminish the Company’s right to terminate the participant’s employment.

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APPLICABLE LAW	The laws of the State of Delaware (other than its choice of law provisions) govern this Plan and its interpretation.
DURATION OF PLAN	The Administrator may not grant Awards after May 15, 2007. The Plan will then continue to govern unexercised and unexpired Awards.
CODE SECTION 409A REQUIREMENTS	Notwithstanding anything to the contrary in this Plan or any Award agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided to a participant under this Plan and any Award. For purposes of Code Section 409A, each “payment” (as defined by Code Section 409A) made under this Plan or an Award shall be considered a “separate payment.” In addition, for purposes of Code Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Code Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the participant’s “separation from service” (as defined for purposes of Code Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.
	If the participant is a “specified employee” as defined in Code Section 409A (and as applied according to procedures of the Company and its affiliates) as of his separation from service, to the extent any payment under this Plan or an Award constitutes deferred compensation (after taking into account any applicable exemptions from Code Section 409A), and to the extent required by Code Section 409A, no payments due under this Plan or an Award may be made until the earlier of: (i) the first day of the seventh month following the participant’s separation from service, or (ii) the participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the participant’s separation from service. If this Plan or any Award fails to meet the requirements of Code Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the participant by Code Section 409A, and the participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Code Section 409A.

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EX-12.1

Exhibit 12.1
Danaher Corporation
Statement Regarding Computation of Ratio of Earnings to Fixed Charges
(In millions, except ratio data)
	Year Ended December 31										Nine Months Ended
	2009		2010		2011		2012		2013		September 26, 2014
Fixed Charges:
Gross Interest Expense	$	118.7	$	117.1	$	141.6	$	157.5	$	145.9	$	96.2
Interest Element of Rental Expense	13.1		15.2		19.9		22.3		19.4		14.1
Interest on Unrecognized Tax Benefits	—		—		—		—		—		—
Total Fixed Charges	$	131.8	$	132.3	$	161.5	$	179.8	$	165.3	$	110.3
Earnings Available for Fixed Charges:
Earnings (Excluding Earnings from Equity Investees) Before Income Taxes Plus Distributed Income of Equity Investees	$	1,326.1	$	1,915.8	$	2,429.4	$	2,985.4	$	3,566.0	$	2,517.4
Add Fixed Charges	131.8		132.3		161.5		179.8		165.3		110.3
Interest on Unrecognized Tax Benefits	—		—		—		—		—		—
Total Earnings Available for Fixed Charges	$	1,457.9	$	2,048.1	$	2,590.9	$	3,165.2	$	3,731.3	$	2,627.7
Ratio of Earnings to Fixed Charges	11.1		15.5		16.0		17.6		22.6		23.8
NOTE:  These ratios include Danaher Corporation and its consolidated subsidiaries. The ratio of earnings to fixed charges was computed by dividing earnings by fixed charges for the periods indicated, where “earnings” consist of (1) earnings (excluding earnings from equity investees) before income taxes plus distributed income of equity investees; plus (2) fixed charges, and “fixed charges” consist of (A) interest, whether expensed or capitalized, on all indebtedness, (B) amortization of premiums, discounts and capitalized expenses related to indebtedness, and (C) an interest component representing the estimated portion of rental expense that management believes is attributable to interest. Interest on unrecognized tax benefits is included in the tax provision in the Company's Consolidated Condensed Statements of Earnings and is excluded from the computation of fixed charges.

EX-31.1

Exhibit 31.1

Certification

I, Thomas P. Joyce, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	October 15, 2014	By:	/s/ Thomas P. Joyce, Jr.
		Name:	Thomas P. Joyce, Jr.
		Title:	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Daniel L. Comas, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Danaher Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	October 15, 2014	By:	/s/ Daniel L. Comas
		Name:	Daniel L. Comas
		Title:	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 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

I, Thomas P. Joyce, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, Danaher Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Danaher Corporation.

Date:	October 15, 2014	By:	/s/ Thomas P. Joyce, Jr.
		Name:	Thomas P. Joyce, Jr.
		Title:	President and Chief Executive Officer

This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Danaher Corporation specifically incorporates it by reference.

EX-32.2

Exhibit 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

I, Daniel L. Comas, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, Danaher Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Danaher Corporation.

Date:	October 15, 2014	By:	/s/ Daniel L. Comas
		Name:	Daniel L. Comas
		Title:	Executive Vice President and Chief Financial Officer

This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Danaher Corporation specifically incorporates it by reference.

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Goodwill (Goodwill By Segment) (Details) (USD $) In Millions, unless otherwise specified	Sep. 26, 2014	Dec. 31, 2013
Goodwill [Line Items]
Goodwill, carrying value	$ 15,978.7	$ 16,038.2
Test & Measurement
Goodwill [Line Items]
Goodwill, carrying value	3,279.4	3,266.9
Environmental
Goodwill [Line Items]
Goodwill, carrying value	1,976.2	1,851.4
Life Sciences & Diagnostics
Goodwill [Line Items]
Goodwill, carrying value	6,211.0	6,304.8
Dental
Goodwill [Line Items]
Goodwill, carrying value	2,180.3	2,196.6
Industrial Technologies
Goodwill [Line Items]
Goodwill, carrying value	$ 2,331.8	$ 2,418.5

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Restructuring And Other Related Charges (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Sep. 26, 2014
Restructuring Charges [Abstract]
Restructuring and other related charges recorded	$ 107
Restructuring reserve		$ 17

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Stock Transactions And Stock-Based Compensation (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended			0 Months Ended	3 Months Ended	9 Months Ended	0 Months Ended	3 Months Ended	9 Months Ended
	Sep. 26, 2014	Sep. 27, 2013	Jul. 16, 2013	Sep. 26, 2014 RSUs:	Sep. 26, 2014 RSUs:	Sep. 26, 2014 RSUs:	Sep. 26, 2014 Stock Options	Sep. 26, 2014 Stock Options	Sep. 26, 2014 Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchase program, authorized shares to be repurchased			20,000,000
Stock repurchase program, remaining number of shares authorized to be repurchased	20,000,000
Common shares reserved for issuance under the 2007 Stock Incentive Plan (shares)	25,000,000
Total unrecognized compensation cost					$ 174	$ 174		$ 143	$ 143
Weighted average period for cost to be recognized (in years)				3 years			3 years
Aggregate intrinsic value of options exercised	95	136
Cash receipts due to exercise of options	79	134
Tax benefit realized related to exercise of stock options					13	34		8	29
Total number of shares withheld sufficient to fund minimum tax withholding requirements related to the vesting of restricted stock units (shares)	541,000
Total value of shares withheld sufficient to fund minimum tax withholding requirements related to the vesting of restricted stock units	$ 41

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Contingencies (Narrative) (Details)	9 Months Ended
	Sep. 26, 2014
Commitments and Contingencies Disclosure [Abstract]
Warranty period terms minimum (days)	90 days

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Defined Benefit Plans (Components Of Net Periodic Benefit Cost) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 26, 2014	Sep. 27, 2013	Sep. 26, 2014	Sep. 27, 2013
U.S. pension benefits
Defined Benefit Plan Disclosure
Service cost	$ 1.5	$ 1.4	$ 4.5	$ 4.2
Interest cost	26.4	25.0	79.4	72.4
Expected return on plan assets	(32.1)	(31.2)	(96.7)	(94.0)
Amortization of actuarial loss	4.6	8.6	13.8	22.6
Net periodic benefit cost	0.4	3.8	1.0	5.2
Non-U.S. pension benefits
Defined Benefit Plan Disclosure
Service cost	7.7	6.7	23.7	19.9
Interest cost	11.6	10.4	35.1	31.2
Expected return on plan assets	(10.5)	(8.4)	(31.6)	(25.5)
Amortization of actuarial loss	1.7	1.9	5.2	5.9
Amortization of prior service credit	0	(0.1)	0	(0.3)
Settlement losses recognized	0	0	0	0.6
Net periodic benefit cost	10.5	10.5	32.4	31.8
Other Post-Retirement Benefits
Defined Benefit Plan Disclosure
Service cost	0.2	0.3	0.8	1.1
Interest cost	2.6	2.0	6.8	6.0
Amortization of actuarial loss	0.7	0.2	0.7	1.0
Amortization of prior service credit	(1.0)	(1.7)	(3.0)	(5.0)
Net periodic benefit cost	$ 2.5	$ 0.8	$ 5.3	$ 3.1

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Segment Information (Tables)

9 Months Ended

Sep. 26, 2014

Segment Reporting, Measurement Disclosures [Abstract]

Segment Results

Segment results are shown below ($ in millions):

	Three Months Ended						Nine Months Ended
Sales:	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Test & Measurement	$	821.0		$	808.6		$	2,548.5		$	2,519.0
Environmental	914.1			828.7			2,558.8			2,380.8
Life Sciences & Diagnostics	1,741.2			1,675.1			5,190.8			4,916.8
Dental	528.4			510.2			1,566.2			1,504.7
Industrial Technologies	865.6			846.5			2,632.3			2,530.0
Total	$	4,870.3		$	4,669.1		$	14,496.6		$	13,851.3
Operating Profit:
Test & Measurement	$	143.8		$	155.0		$	494.3		$	520.7
Environmental	186.2			171.6			515.6			485.6
Life Sciences & Diagnostics	272.8			246.8			775.2			686.8
Dental	91.2			82.2			244.6			223.9
Industrial Technologies	210.1			191.7			619.3			566.7
Other	(38.3		)	(34.9		)	(105.0		)	(96.8		)
Total	$	865.8		$	812.4		$	2,544.0		$	2,386.9

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Net Earnings Per Share (Narrative) (Details) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 26, 2014	Sep. 27, 2013	Sep. 26, 2014	Sep. 27, 2013
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount	3	0	3	1

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Acquisitions (Tables)

9 Months Ended

Sep. 26, 2014

Business Combinations [Abstract]

Schedule of Purchase Price Allocation

The following summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for all acquisitions consummated during the nine months ended September 26, 2014 ($ in millions):

Trade accounts receivable	$	43.3
Inventories	56.1
Property, plant and equipment	14.9
Goodwill	323.1
Other intangible assets, primarily customer relationships, trade names and technology	285.6
In-process research and development	61.0
Trade accounts payable	(14.6		)
Other assets and liabilities, net	(130.8		)
Assumed debt	(3.7		)
Net cash consideration	$	634.9

Results Of Operations If Acquisition Was Consummated

The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time ($ in millions, except per share amounts):

	Three Months Ended				Nine Months Ended
	September 26, 2014		September 27, 2013		September 26, 2014		September 27, 2013
Sales	$	4,872.1	$	4,747.1	$	14,594.3	$	14,180.2
Net earnings	680.0		594.0		1,933.2		1,899.4
Diluted net earnings per share	0.95		0.84		2.71		2.68

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Stock Transactions And Stock-Based Compensation (Components Of Stock-Based Compensation Program) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 26, 2014	Sep. 27, 2013	Sep. 26, 2014	Sep. 27, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	$ 33.9	$ 29.6	$ 88.9	$ 85.7
Income tax benefit	(10.3)	(8.9)	(26.2)	(26.0)
Stock-based compensation expense, net of income taxes	23.6	20.7	62.7	59.7
RSUs:
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	21.2	17.6	55.0	49.9
Income tax benefit	(6.4)	(5.2)	(16.0)	(15.0)
Stock-based compensation expense, net of income taxes	14.8	12.4	39.0	34.9
Stock options:
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	12.7	12.0	33.9	35.8
Income tax benefit	(3.9)	(3.7)	(10.2)	(11.0)
Stock-based compensation expense, net of income taxes	$ 8.8	$ 8.3	$ 23.7	$ 24.8

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Fair Value Measurements (Carrying Amounts And Fair Values Of Financial Instruments) (Details) (USD $) In Millions, unless otherwise specified	Sep. 26, 2014	Dec. 31, 2013
Assets:
Available-for-sale securities	$ 486.9	$ 385.2
Carrying Amount
Assets:
Available-for-sale securities	486.9	385.2
Liabilities:
Short-term borrowings	71.4	62.3
Long-term borrowings	2,964.7	3,436.7
Fair Value
Assets:
Available-for-sale securities	486.9	385.2
Liabilities:
Short-term borrowings	71.4	62.3
Long-term borrowings	$ 3,351.3	$ 3,877.6

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Acquisitions (Results Of Operations If Acquisition Was Consummated) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 26, 2014	Sep. 27, 2013	Sep. 26, 2014	Sep. 27, 2013
Business Combinations [Abstract]
Sales	$ 4,872.1	$ 4,747.1	$ 14,594.3	$ 14,180.2
Net earnings	$ 680.0	$ 594.0	$ 1,933.2	$ 1,899.4
Diluted net earnings per share	$ 0.95	$ 0.84	$ 2.71	$ 2.68

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Stock Transactions And Stock-Based Compensation (RSU And Restricted Shares Activity) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	9 Months Ended
	Sep. 26, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Unvested as of December 31, 2013, Number of RSUs (shares)	5.2
Granted, Number of RSUs (shares)	1.5
Vested, Number of RSUs (shares)	(1.4)
Forfeited, Number of RSUs (shares)	(0.3)
Unvested as of September 26, 2014, Number of RSUs (shares)	5.0
Unvested as of December 31, 2013, Weighted Average Grant-Date Fair Value (dollars per share)	$ 51.04
Granted, Weighted Average Grant-Date Fair Value (dollars per share)	$ 76.49
Vested, Weighted Average Grant-Date Fair Value (dollars per share)	$ 42.08
Forfeited, Weighted Average Grant-Date Fair Value (dollars per share)	$ 57.46
Unvested as of September 26, 2014, Weighted Average Grant-Date Fair Value (dollars per share)	$ 61.11

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Income Taxes Income Taxes (Details) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended		0 Months Ended	57 Months Ended	0 Months Ended
	Sep. 26, 2014 USD ($)	Sep. 27, 2013	Sep. 26, 2014	Sep. 27, 2013	Dec. 10, 2013 Foreign Tax Authority Denmark, Kroner DKK	Sep. 26, 2014 Foreign Tax Authority Denmark, Kroner DKK	Sep. 26, 2014 Foreign Tax Authority United States of America, Dollars USD ($)
Effective income tax rate reconciliation, percent	22.40%	23.30%	23.10%	24.00%
Effective income tax rate reconciliation, at Federal statutory income tax rate, percent			35.00%	35.00%
Discrete tax benefits, amount	$ (8)
Discrete tax benefits, diluted (dollars per share)	$ 0.01
Income tax examination, amount of tax assessments					1,100		195
Income tax examination, amount of potential additional tax assessments						840	$ 145

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General

9 Months Ended

Sep. 26, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

GENERAL

The consolidated condensed financial statements included herein have been prepared by Danaher Corporation (the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The condensed financial statements included herein should be read in conjunction with the financial statements as of and for the year ended December 31, 2013 and the Notes thereto included in the Company’s 2013 Annual Report on Form 10-K.

In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of September 26, 2014 and December 31, 2013, and its results of operations for the three and nine months ended September 26, 2014 and September 27, 2013 and its cash flows for each of the nine month periods then ended.

Accumulated Other Comprehensive Income (Loss) - The changes in accumulated other comprehensive income (loss) by component are summarized below ($ in millions). Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.

	Foreign Currency Translation Adjustments			Pension and Post-Retirement Plan Benefit Adjustments				Unrealized Gain (Loss) on Available-For- Sale Securities				Total
For the Three Months Ended September 26, 2014:
Balance, June 27, 2014	$	465.1		$	(364.2	)		$	204.9			$	305.8
Other comprehensive income (loss) before reclassifications:
Decrease	(670.5		)	—				(26.0		)		(696.5		)
Income tax benefit	—			—				9.8				9.8
Other comprehensive income (loss) before reclassifications, net of income taxes	(670.5		)	—				(16.2		)		(686.7		)
Amounts reclassified from accumulated other comprehensive income (loss):
Increase (decrease)	—			6.0			(1)	(4.3		)	(2)	1.7
Income tax (expense) benefit	—			(2.2		)		1.6				(0.6		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			3.8				(2.7		)		1.1
Net current period other comprehensive income (loss), net of income taxes	(670.5		)	3.8				(18.9		)		(685.6		)
Balance, September 26, 2014	$	(205.4	)	$	(360.4	)		$	186.0			$	(379.8	)
(1)  This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Note 6 for additional details).
(2)  Included in other income in the accompanying Consolidated Condensed Statement of Earnings (refer to Note 9 for additional details).

	Foreign Currency Translation Adjustments			Pension and Post-Retirement Plan Benefit Adjustments				Unrealized Gain on Available-For- Sale Securities				Total
For the Three Months Ended September 27, 2013:
Balance, June 28, 2013	$	89.7		$	(644.7	)		$	176.4			$	(378.6	)
Other comprehensive income (loss) before reclassifications:
Increase	288.2			—				95.4				383.6
Income tax expense	—			—				(35.7		)		(35.7		)
Other comprehensive income (loss) before reclassifications, net of income taxes	288.2			—				59.7				347.9
Amounts reclassified from accumulated other comprehensive income (loss):
Increase	—			8.4			(1)	—				8.4
Income tax expense	—			(2.9		)		—				(2.9		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			5.5				—				5.5
Net current period other comprehensive income (loss), net of income taxes	288.2			5.5				59.7				353.4
Balance, September 27, 2013	$	377.9		$	(639.2	)		$	236.1			$	(25.2	)
For the Nine Months Ended September 26, 2014:
Balance, December 31, 2013	$	413.2		$	(366.7	)		$	168.0			$	214.5
Other comprehensive income (loss) before reclassifications:
(Decrease) increase	(618.6		)	(5.5		)		52.3				(571.8		)
Income tax benefit (expense)	—			1.1				(19.6		)		(18.5		)
Other comprehensive income (loss) before reclassifications, net of income taxes	(618.6		)	(4.4		)		32.7				(590.3		)
Amounts reclassified from accumulated other comprehensive income (loss):
Increase (decrease)	—			16.7			(1)	(23.5		)	(2)	(6.8		)
Income tax (expense) benefit	—			(6.0		)		8.8				2.8
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			10.7				(14.7		)		(4.0		)
Net current period other comprehensive income (loss), net of income taxes	(618.6		)	6.3				18.0				(594.3		)
Balance, September 26, 2014	$	(205.4	)	$	(360.4	)		$	186.0			$	(379.8	)
For the Nine Months Ended September 27, 2013:
Balance, December 31, 2012	$	475.3		$	(655.7	)		$	121.2			$	(59.2	)
Other comprehensive income (loss) before reclassifications:
(Decrease) increase	(97.4		)	—				183.8				86.4
Income tax expense	—			—				(68.9		)		(68.9		)
Other comprehensive income (loss) before reclassifications, net of income taxes	(97.4		)	—				114.9				17.5
Amounts reclassified from accumulated other comprehensive income (loss):
Increase	—			25.2			(1)	—				25.2
Income tax expense	—			(8.7		)		—				(8.7		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			16.5				—				16.5
Net current period other comprehensive income (loss), net of income taxes	(97.4		)	16.5				114.9				34.0
Balance, September 27, 2013	$	377.9		$	(639.2	)		$	236.1			$	(25.2	)
(1)  This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Note 6 for additional details).
(2)  Included in other income in the accompanying Consolidated Condensed Statement of Earnings (refer to Note 9 for additional details).

New Accounting Standards - In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which impacts virtually all aspects of an entity's revenue recognition. The core principle of the new standard is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2016. Management has not yet completed its assessment of the impact of the new standard, including possible transition alternatives, on the Company's financial statements.

In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. To qualify as a discontinued operation the standard requires a disposal to represent a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The standard also expands the disclosures for discontinued operations and requires new disclosures related to individually material dispositions that do not qualify as discontinued operations. The standard is effective prospectively for fiscal years beginning after December 15, 2014, with early adoption permitted. This standard was adopted by the Company on June 28, 2014, the beginning of the third quarter, and did not have a material impact on the Company's financial statements.

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Financing (Components Of Debt) (Details) (USD $) In Millions, unless otherwise specified	Sep. 26, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Commercial paper	$ 450.0	$ 450.0
Other	118.7	144.9
Subtotal	3,036.1	3,499.0
Less currently payable	71.4	62.3
Long-term debt	2,964.7	3,436.7
Senior notes | 2014 Notes
Debt Instrument [Line Items]
Senior notes	0	400.0
Interest rate of debt instrument	1.30%
Senior notes | 2016 Notes
Debt Instrument [Line Items]
Senior notes	500.0	500.0
Interest rate of debt instrument	2.30%
Senior notes | 2018 Notes
Debt Instrument [Line Items]
Senior notes	500.0	500.0
Interest rate of debt instrument	5.625%
Senior notes | 2019 Notes
Debt Instrument [Line Items]
Senior notes	750.0	750.0
Interest rate of debt instrument	5.40%
Senior notes | 2021 Notes
Debt Instrument [Line Items]
Senior notes	600.0	600.0
Interest rate of debt instrument	3.90%
Senior notes | Zero-coupon LYONs due 2021
Debt Instrument [Line Items]
Zero-coupon LYONs due 2021	$ 117.4	$ 154.1
Interest rate of debt instrument	0.00%

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Defined Benefit Plans (Tables)

9 Months Ended

Sep. 26, 2014

Defined Benefit Plans

Defined Benefit Plan Disclosure

Components Of Net Periodic Benefit Cost

The following sets forth the components of the Company’s net periodic benefit cost of the noncontributory defined benefit pension plans ($ in millions):

U.S. Pension Benefits
	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Service cost	$	1.5		$	1.4		$	4.5		$	4.2
Interest cost	26.4			25.0			79.4			72.4
Expected return on plan assets	(32.1		)	(31.2		)	(96.7		)	(94.0		)
Amortization of actuarial loss	4.6			8.6			13.8			22.6
Net periodic pension cost	$	0.4		$	3.8		$	1.0		$	5.2

Non-U.S. Pension Benefits
	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Service cost	$	7.7		$	6.7		$	23.7		$	19.9
Interest cost	11.6			10.4			35.1			31.2
Expected return on plan assets	(10.5		)	(8.4		)	(31.6		)	(25.5		)
Amortization of actuarial loss	1.7			1.9			5.2			5.9
Amortization of prior service credit	—			(0.1		)	—			(0.3		)
Settlement losses recognized	—			—			—			0.6
Net periodic pension cost	$	10.5		$	10.5		$	32.4		$	31.8

Other Post-Retirement Benefits

Defined Benefit Plan Disclosure

Components Of Net Periodic Benefit Cost

The following sets forth the components of the Company’s net periodic benefit cost of the other post-retirement employee benefit plans ($ in millions):

	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Service cost	$	0.2		$	0.3		$	0.8		$	1.1
Interest cost	2.6			2.0			6.8			6.0
Amortization of prior service credit	(1.0		)	(1.7		)	(3.0		)	(5.0		)
Amortization of actuarial loss	0.7			0.2			0.7			1.0
Net periodic benefit cost	$	2.5		$	0.8		$	5.3		$	3.1

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Financing (Tables)

9 Months Ended

Sep. 26, 2014

Debt Disclosure [Abstract]

Components Of Debt

The components of the Company’s debt were as follows ($ in millions):

	September 26, 2014		December 31, 2013
Commercial paper	$	450.0	$	450.0
1.3% senior notes due 2014	—		400.0
2.3% senior notes due 2016	500.0		500.0
5.625% senior notes due 2018	500.0		500.0
5.4% senior notes due 2019	750.0		750.0
3.9% senior notes due 2021	600.0		600.0
Zero-coupon LYONs due 2021	117.4		154.1
Other	118.7		144.9
Subtotal	3,036.1		3,499.0
Less currently payable	71.4		62.3
Long-term debt	$	2,964.7	$	3,436.7

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Contingencies (Warranty Accrual) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 26, 2014
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Balance, December 31, 2013	$ 141.2
Accruals for warranties issued during the period	102.1
Settlements made	(104.2)
Additions due to acquisitions	1.1
Effect of foreign currency translation	(2.6)
Balance, September 26, 2014	$ 137.6

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Financing (Narrative) (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	9 Months Ended			9 Months Ended				1 Months Ended
	Sep. 26, 2014	Sep. 27, 2013	Dec. 31, 2013	Sep. 26, 2014 Liquid Yield Option Notes (LYONs)	Sep. 26, 2014	Sep. 26, 2014 Euro-denominated commercial paper	Sep. 26, 2014 Multi Year Facility	Jun. 27, 2014 Senior notes 2014 Notes	Sep. 26, 2014 Senior notes 2014 Notes
Debt Instrument [Line Items]
Repayments of Long-term Debt	$ 404,900,000	$ 966,900,000						$ 400,000,000
Interest rate of debt instrument									1.30%
Shares issued under debt conversion (shares)				1.3
Common stock, par value (dollars per share)	$ 0.01		$ 0.01
Deferred tax liability, basis difference in LYONs				15,000,000
Weighted average interest rate of short-term debt (interest rate)					0.10%
Weighted average maturity of commercial paper					13 days
Commercial paper	450,000,000		450,000,000			0
Line of credit							2,500,000,000
Borrowings outstanding under credit facility							$ 0

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Stock Transactions And Stock-Based Compensation (Tables)

9 Months Ended

Sep. 26, 2014

Share-based Compensation [Abstract]

Assumptions Used In The Black-Scholes Model To Value Options Granted

The following summarizes the assumptions used in the Black-Scholes Merton option pricing model ("Black-Scholes") to value options granted during the nine months ended September 26, 2014:

Risk-free interest rate	1.68% - 2.38%
Weighted average volatility	22.2	%
Dividend yield	0.5	%
Expected years until exercise	5.5 - 8.0

Components Of Stock-Based Compensation Program

The following summarizes the components of the Company’s stock-based compensation expense ($ in millions):

	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
RSUs:
Pre-tax compensation expense	$	21.2		$	17.6		$	55.0		$	49.9
Income tax benefit	(6.4		)	(5.2		)	(16.0		)	(15.0		)
RSU expense, net of income taxes	$	14.8		$	12.4		$	39.0		$	34.9
Stock options:
Pre-tax compensation expense	$	12.7		$	12.0		$	33.9		$	35.8
Income tax benefit	(3.9		)	(3.7		)	(10.2		)	(11.0		)
Stock option expense, net of income taxes	$	8.8		$	8.3		$	23.7		$	24.8
Total stock-based compensation:
Pre-tax compensation expense	$	33.9		$	29.6		$	88.9		$	85.7
Income tax benefit	(10.3		)	(8.9		)	(26.2		)	(26.0		)
Total stock-based compensation expense, net of income taxes	$	23.6		$	20.7		$	62.7		$	59.7

Option Activity Under The Company's Stock Plans

The following summarizes option activity under the Company’s stock plans (in millions, except exercise price and number of years):

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2013	25.0		$	42.93
Granted	3.6		77.08
Exercised	(2.4	)	34.70
Cancelled/forfeited	(0.4	)	58.56
Outstanding as of September 26, 2014	25.8		$	48.14	6	$	720.1
Vested and Expected to Vest as of September 26, 2014(1)	24.4		$	47.19	6	$	706.1
Vested as of September 26, 2014	14.1		$	37.03	4	$	547.2

(1) The “Expected to Vest” options are the net unvested options that remain after applying the forfeiture rate assumption to total unvested options.

RSUs And Restricted Shares Activity

The following summarizes information on unvested RSUs activity (in millions, except grant-date fair value):

	Number of RSUs		Weighted Average Grant-Date  Fair Value
Unvested as of December 31, 2013	5.2		$	51.04
Granted	1.5		76.49
Vested	(1.4	)	42.08
Forfeited	(0.3	)	57.46
Unvested as of September 26, 2014	5.0		$	61.11

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Contingencies (Tables)

9 Months Ended

Sep. 26, 2014

Commitments and Contingencies Disclosure [Abstract]

Warranty Accrual

The following is a rollforward of the Company’s accrued warranty liability ($ in millions):

Balance, December 31, 2013	$	141.2
Accruals for warranties issued during the period	102.1
Settlements made	(104.2		)
Additions due to acquisitions	1.1
Effect of foreign currency translation	(2.6		)
Balance, September 26, 2014	$	137.6

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Consolidated Condensed Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 26, 2014	Sep. 27, 2013
Cash flows from operating activities:
Net earnings	$ 1,936.7	$ 1,905.7
Non-cash items:
Depreciation	415.0	390.4
Amortization	285.7	271.3
Stock-based compensation expense	88.9	85.7
Dividends received related to earnings of unconsolidated joint venture	0	66.6
Pre-tax gain on sales of investments	(23.5)	(229.8)
Pre-tax gain on divestiture of a business	(33.9)	0
Change in trade accounts receivable, net	(97.7)	(5.4)
Change in inventories	(77.0)	(119.0)
Change in trade accounts payable	(62.9)	99.7
Change in prepaid expenses and other assets	104.0	157.3
Change in accrued expenses and other liabilities	(16.3)	(115.4)
Net cash provided by operating activities	2,519.0	2,507.1
Cash flows from investing activities:
Cash paid for acquisitions	(634.9)	(868.6)
Payments for additions to property, plant and equipment	(421.4)	(391.8)
Payments for purchases of investments	(80.0)	0
Proceeds from sales of investments	30.7	692.0
Proceeds from divestiture of a business	86.7	0
All other investing activities	20.7	(3.6)
Net cash used in investing activities	(998.2)	(572.0)
Cash flows from financing activities:
Proceeds from the issuance of common stock	75.0	148.7
Payment of dividends	(157.4)	(34.7)
Net repayments of borrowings (maturities of 90 days or less)	(11.3)	(768.0)
Repayments of borrowings (maturities longer than 90 days)	(404.9)	(966.9)
Net cash used in financing activities	(498.6)	(1,620.9)
Effect of exchange rate changes on cash and equivalents	(112.1)	2.7
Net change in cash and equivalents	910.1	316.9
Beginning balance of cash and equivalents	3,115.2	1,678.7
Ending balance of cash and equivalents	4,025.3	1,995.6
Supplemental disclosures:
Cash interest payments	97.7	127.3
Cash income tax payments	$ 380.7	$ 351.0

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Net Earnings Per Share (Tables)

9 Months Ended

Sep. 26, 2014

Earnings Per Share [Abstract]

Components Of Basic And Diluted Earnings Per Share

Information related to the calculation of net earnings per share of common stock is summarized as follows ($ and shares in millions, except per share amounts):

	Net Earnings (Numerator)		Shares (Denominator)	Per Share Amount
For the Three Months Ended September 26, 2014:
Basic EPS	$	680.6	702.6	$	0.97
Adjustment for interest on convertible debentures	0.9		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.8
Incremental shares from assumed conversion of the convertible debentures	—		4.8
Diluted EPS	$	681.5	716.2	$	0.95
For the Three Months Ended September 27, 2013:
Basic EPS	$	597.0	697.7	$	0.86
Adjustment for interest on convertible debentures	0.6		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.6
Incremental shares from assumed conversion of the convertible debentures	—		5.6
Diluted EPS	$	597.6	711.9	$	0.84
For the Nine Months Ended September 26, 2014:
Basic EPS	$	1,936.7	701.3	$	2.76
Adjustment for interest on convertible debentures	2.6		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		9.2
Incremental shares from assumed conversion of the convertible debentures	—		5.1
Diluted EPS	$	1,939.3	715.6	$	2.71
For the Nine Months Ended September 27, 2013:
Basic EPS	$	1,905.7	695.0	$	2.74
Adjustment for interest on convertible debentures	2.6		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.5
Incremental shares from assumed conversion of the convertible debentures	—		6.6
Diluted EPS	$	1,908.3	710.1	$	2.69

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Fair Value Measurements (Narrative) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 27, 2013
Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]
Pre-tax (income) charge related to changes in the fair value of currency swap	$ (11)

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Other Income (Narrative) (Details) (USD $)	3 Months Ended		9 Months Ended		1 Months Ended	3 Months Ended	32 Months Ended	1 Months Ended	3 Months Ended	8 Months Ended	12 Months Ended
	Sep. 26, 2014	Sep. 27, 2013	Sep. 26, 2014	Sep. 27, 2013	Feb. 28, 2013 Apex [Member]	Mar. 29, 2013 Apex [Member]	Feb. 28, 2013 Apex [Member]	Aug. 31, 2014 EVS/hybrid	Sep. 26, 2014 EVS/hybrid	Aug. 31, 2014 EVS/hybrid	Dec. 31, 2013 EVS/hybrid	Dec. 31, 2012 EVS/hybrid
Proceeds from sale and maturity of marketable securities	$ 6,000,000		$ 31,000,000
Marketable securities, realized gain (loss)	4,000,000		24,000,000
Marketable securities, after-tax realized gain (loss)	3,000,000		15,000,000
Marketable securities, realized gain, per diluted share			$ 0.02
Proceeds from divestiture of a business			86,700,000	0				87,000,000
Sales	4,870,300,000	4,669,100,000	14,496,600,000	13,851,300,000						60,000,000	100,000,000	100,000,000
Pre-tax gain on divestiture of a business			33,900,000	0					34,000,000
Disposal group, not discontinued operation, gain (loss) on disposal, net of tax									26,000,000
After-tax gain on sale upon closing of transaction, per diluted share									$ 0.04
Equity method investment, ownership percentage							50.00%
Proceeds from sale of unconsolidated joint venture					1,600,000,000
Total fair value of consideration received					797,000,000
Cash from sale of unconsolidated joint venture					759,000,000		759,000,000
Dividends received related to earnings of unconsolidated joint venture			0	66,600,000	67,000,000
Note receivable from sale of unconsolidated joint venture					38,000,000		38,000,000
Pre-tax gain on sale of unconsolidated joint venture						230,000,000
Equity method investment, after-tax realized gain (loss) on disposal						$ 144,000,000
Equity method investment realized gain on disposal per diluted share						$ 0.20

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Consolidated Condensed Balance Sheets (USD $) In Millions, unless otherwise specified	Sep. 26, 2014	Dec. 31, 2013
Current Assets:
Cash and equivalents	$ 4,025.3	$ 3,115.2
Trade accounts receivable, net	3,498.1	3,451.6
Inventories:
Finished goods	930.1	885.9
Work in process	304.4	287.0
Raw materials	639.5	610.6
Total inventories	1,874.0	1,783.5
Prepaid expenses and other current assets	592.1	763.4
Total current assets	9,989.5	9,113.7
Property, plant and equipment, net of accumulated depreciation of $2,519.0 and $2,299.5, respectively	2,161.6	2,211.3
Other assets	1,192.2	1,061.3
Goodwill	15,978.7	16,038.2
Other intangible assets, net	6,213.9	6,247.7
Total assets	35,535.9	34,672.2
Current Liabilities:
Notes payable and current portion of long-term debt	71.4	62.3
Trade accounts payable	1,684.0	1,778.2
Accrued expenses and other liabilities	2,715.7	2,686.9
Total current liabilities	4,471.1	4,527.4
Other long-term liabilities	4,290.0	4,256.7
Long-term debt	2,964.7	3,436.7
Stockholders' Equity:
Common stock - $0.01 par value	7.9	7.9
Additional paid-in capital	4,380.9	4,157.6
Retained earnings	19,731.7	18,005.3
Accumulated other comprehensive income (loss)	(379.8)	214.5
Total Danaher stockholders' equity	23,740.7	22,385.3
Non-controlling interests	69.4	66.1
Total stockholders' equity	23,810.1	22,451.4
Total liabilities and stockholders' equity	$ 35,535.9	$ 34,672.2

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Defined Benefit Plans (Narrative) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 26, 2014
U.S. pension benefits
Defined Benefit Plan Disclosure
Defined benefit plans, estimated future employer contributions in current fiscal year	$ 50
Non-U.S. pension benefits
Defined Benefit Plan Disclosure
Defined benefit plans, estimated future employer contributions in current fiscal year	$ 55

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Consolidated Condensed Statement Of Stockholders' Equity (USD $) In Millions, unless otherwise specified	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income	Non-Controlling Interests
Balance, December 31, 2013, value at Dec. 31, 2013	$ 22,451.4	$ 7.9	$ 4,157.6	$ 18,005.3	$ 214.5	$ 66.1
Balance, December 31, 2013, shares at Dec. 31, 2013		785.7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings for the period	1,936.7			1,936.7
Other comprehensive loss	(594.3)				(594.3)
Dividends declared				(210.3)
Common stock-based award activity, value		0	168.6
Common stock-based award activity, shares		3.8
Common stock issued in connection with LYONs' conversions including tax benefit of $15.3, value		0	54.7
Common stock issued in connection with LYONs' conversions including tax benefit of $15.3, shares		1.3
Change in non-controlling interests						3.3
Balance, September 26, 2014, value at Sep. 26, 2014	$ 23,810.1	$ 7.9	$ 4,380.9	$ 19,731.7	$ (379.8)	$ 69.4
Balance, September 26, 2014, shares at Sep. 26, 2014		790.8

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Segment Information (Segment Results) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 26, 2014	Sep. 27, 2013	Sep. 26, 2014 Business_Segments	Sep. 27, 2013
Segment Reporting Information [Line Items]
Number of segments reported			5
Sales:	$ 4,870.3	$ 4,669.1	$ 14,496.6	$ 13,851.3
Operating Profit:	865.8	812.4	2,544.0	2,386.9
Test & Measurement
Segment Reporting Information [Line Items]
Sales:	821.0	808.6	2,548.5	2,519.0
Operating Profit:	143.8	155.0	494.3	520.7
Environmental
Segment Reporting Information [Line Items]
Sales:	914.1	828.7	2,558.8	2,380.8
Operating Profit:	186.2	171.6	515.6	485.6
Life Sciences & Diagnostics
Segment Reporting Information [Line Items]
Sales:	1,741.2	1,675.1	5,190.8	4,916.8
Operating Profit:	272.8	246.8	775.2	686.8
Dental
Segment Reporting Information [Line Items]
Sales:	528.4	510.2	1,566.2	1,504.7
Operating Profit:	91.2	82.2	244.6	223.9
Industrial Technologies
Segment Reporting Information [Line Items]
Sales:	865.6	846.5	2,632.3	2,530.0
Operating Profit:	210.1	191.7	619.3	566.7
Other
Segment Reporting Information [Line Items]
Operating Profit:	$ (38.3)	$ (34.9)	$ (105.0)	$ (96.8)

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Acquisitions (Narrative) (Details) Share data in Millions, except Per Share data, unless otherwise specified	9 Months Ended		0 Months Ended		1 Months Ended	12 Months Ended
	Sep. 26, 2014 USD ($) Businesses	Sep. 27, 2013 USD ($)	Sep. 26, 2014 Nobel Biocare USD ($)	Dec. 31, 2013 Nobel Biocare USD ($)	Sep. 26, 2014 Nobel Biocare CHF	Dec. 31, 2013 Nobel Biocare EUR (€)	Sep. 26, 2014 Nobel Biocare USD ($)	Oct. 15, 2014 Subsequent Event Nobel Biocare
Businesses acquired (businesses)	15
Cash paid for acquisitions	$ (634,900,000)	$ (868,600,000)
Aggregate annual sales of additional businesses	250,000,000			780,000,000		567,000,000
Goodwill	323,100,000
Business acquisition, share price							$ 17.10
Business combination, consideration transferred			$ 2,100,000,000		2,000,000,000
Business acquisition percentage of voting interests acquired							67.00%	14.00%
Investment owned, balance, shares								17

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Subsequent Event

9 Months Ended

Sep. 26, 2014

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENT

On October 13, 2014, Danaher announced a definitive agreement with NetScout Systems, Inc. (“NetScout") to combine Danaher's Communications business with NetScout. The Communications business, which is reported as a component of Danaher’s Test & Measurement segment, had sales for the year ended December 31, 2013 of approximately $836 million, on a carved out basis. The transaction will be structured as a distribution of the Communications business to Danaher shareholders in either a spin-off or a split-off transaction, followed by a merger with a subsidiary of NetScout for consideration of 62.5 million NetScout shares, subject to adjustment. Both the distribution and merger are expected to qualify as tax-free transactions to Danaher and its shareholders, except to the extent that cash is paid to Danaher stockholders in lieu of fractional shares. If Danaher elects a spin-off, all Danaher shareholders will participate pro-rata. If Danaher elects a split-off, Danaher will conduct an exchange offer pursuant to which its shareholders will elect whether to exchange Danaher shares for shares of the Communications business. Danaher will determine which approach it will take prior to closing the transaction and no decision has been made at this time. The transaction remains subject to approval by NetScout’s shareholders and the satisfaction of customary closing conditions, including regulatory approvals and the absence of a material adverse change with respect to each of the Communications business and NetScout. At closing, depending on the number of shares of NetScout common stock outstanding, Danaher shareholders will receive approximately 60% of the shares of NetScout stock outstanding following the combination. The transaction is expected to be completed in 2015.

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Acquisitions (Fair Values Of The Assets Acquired And Liabilities) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 26, 2014
Business Combinations [Abstract]
Trade accounts receivable	$ 43.3
Inventories	56.1
Property, plant and equipment	14.9
Goodwill	323.1
Other intangible assets, primarily customer relationships, trade names and technology	285.6
In-process research and development	61.0
Trade accounts payable	(14.6)
Other assets and liabilities, net	(130.8)
Assumed debt	(3.7)
Net cash consideration	$ 634.9

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General (Tables)

9 Months Ended

Sep. 26, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Components Of Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income (Loss) - The changes in accumulated other comprehensive income (loss) by component are summarized below ($ in millions). Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.

	Foreign Currency Translation Adjustments			Pension and Post-Retirement Plan Benefit Adjustments				Unrealized Gain (Loss) on Available-For- Sale Securities				Total
For the Three Months Ended September 26, 2014:
Balance, June 27, 2014	$	465.1		$	(364.2	)		$	204.9			$	305.8
Other comprehensive income (loss) before reclassifications:
Decrease	(670.5		)	—				(26.0		)		(696.5		)
Income tax benefit	—			—				9.8				9.8
Other comprehensive income (loss) before reclassifications, net of income taxes	(670.5		)	—				(16.2		)		(686.7		)
Amounts reclassified from accumulated other comprehensive income (loss):
Increase (decrease)	—			6.0			(1)	(4.3		)	(2)	1.7
Income tax (expense) benefit	—			(2.2		)		1.6				(0.6		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			3.8				(2.7		)		1.1
Net current period other comprehensive income (loss), net of income taxes	(670.5		)	3.8				(18.9		)		(685.6		)
Balance, September 26, 2014	$	(205.4	)	$	(360.4	)		$	186.0			$	(379.8	)
(1)  This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Note 6 for additional details).
(2)  Included in other income in the accompanying Consolidated Condensed Statement of Earnings (refer to Note 9 for additional details).

	Foreign Currency Translation Adjustments			Pension and Post-Retirement Plan Benefit Adjustments				Unrealized Gain on Available-For- Sale Securities				Total
For the Three Months Ended September 27, 2013:
Balance, June 28, 2013	$	89.7		$	(644.7	)		$	176.4			$	(378.6	)
Other comprehensive income (loss) before reclassifications:
Increase	288.2			—				95.4				383.6
Income tax expense	—			—				(35.7		)		(35.7		)
Other comprehensive income (loss) before reclassifications, net of income taxes	288.2			—				59.7				347.9
Amounts reclassified from accumulated other comprehensive income (loss):
Increase	—			8.4			(1)	—				8.4
Income tax expense	—			(2.9		)		—				(2.9		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			5.5				—				5.5
Net current period other comprehensive income (loss), net of income taxes	288.2			5.5				59.7				353.4
Balance, September 27, 2013	$	377.9		$	(639.2	)		$	236.1			$	(25.2	)
For the Nine Months Ended September 26, 2014:
Balance, December 31, 2013	$	413.2		$	(366.7	)		$	168.0			$	214.5
Other comprehensive income (loss) before reclassifications:
(Decrease) increase	(618.6		)	(5.5		)		52.3				(571.8		)
Income tax benefit (expense)	—			1.1				(19.6		)		(18.5		)
Other comprehensive income (loss) before reclassifications, net of income taxes	(618.6		)	(4.4		)		32.7				(590.3		)
Amounts reclassified from accumulated other comprehensive income (loss):
Increase (decrease)	—			16.7			(1)	(23.5		)	(2)	(6.8		)
Income tax (expense) benefit	—			(6.0		)		8.8				2.8
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			10.7				(14.7		)		(4.0		)
Net current period other comprehensive income (loss), net of income taxes	(618.6		)	6.3				18.0				(594.3		)
Balance, September 26, 2014	$	(205.4	)	$	(360.4	)		$	186.0			$	(379.8	)
For the Nine Months Ended September 27, 2013:
Balance, December 31, 2012	$	475.3		$	(655.7	)		$	121.2			$	(59.2	)
Other comprehensive income (loss) before reclassifications:
(Decrease) increase	(97.4		)	—				183.8				86.4
Income tax expense	—			—				(68.9		)		(68.9		)
Other comprehensive income (loss) before reclassifications, net of income taxes	(97.4		)	—				114.9				17.5
Amounts reclassified from accumulated other comprehensive income (loss):
Increase	—			25.2			(1)	—				25.2
Income tax expense	—			(8.7		)		—				(8.7		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			16.5				—				16.5
Net current period other comprehensive income (loss), net of income taxes	(97.4		)	16.5				114.9				34.0
Balance, September 27, 2013	$	377.9		$	(639.2	)		$	236.1			$	(25.2	)
(1)  This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Note 6 for additional details).
(2)  Included in other income in the accompanying Consolidated Condensed Statement of Earnings (refer to Note 9 for additional details).

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Consolidated Condensed Statement Of Stockholders' Equity (Parenthetical) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 26, 2014
Statement of Stockholders' Equity [Abstract]
Common stock issued in connection with LYONs' conversions, tax benefit	$ 15.3

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Consolidated Condensed Balance Sheets (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Sep. 26, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Property, plant and equipment, accumulated depreciation	$ 2,519.0	$ 2,299.5
Common stock, par value (dollars per share)	$ 0.01	$ 0.01

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Other Income

9 Months Ended

Sep. 26, 2014

Other Income and Expenses [Abstract]

Other Income

OTHER INCOME

For the three and nine months ended September 26, 2014, the Company received $6 million and $31 million, respectively, of cash proceeds from the sale of marketable equity securities. The Company recorded a pre-tax gain related to these sales of $4 million ($3 million after-tax) and $24 million ($15 million after-tax or $0.02 per diluted share) for the three and nine month periods, respectively.

In August 2014, the Company completed the divestiture of its electric vehicle systems ("EVS")/hybrid product line for a sale price of $87 million in cash. This product line, which was part of the Industrial Technologies segment, had revenues of approximately $60 million in 2014 prior to the divestiture and approximately $100 million in 2013 and 2012. Operating results of the product line were not significant to segment or overall Company reported results. The Company recorded a pre-tax gain on the sale of the product line of $34 million ($26 million after-tax or $0.04 per diluted share) in its third quarter 2014 results. Subsequent to the sale, the Company has no continuing involvement in the EVS/hybrid product line. In accordance with ASU No. 2014-08,which the Company adopted at the beginning of the third quarter of 2014, the divestiture of the EVS/hybrid product line has not been classified as a discontinued operation in this Form 10-Q since the disposition does not represent a strategic shift that will have a major effect on the Company's operations and financial statements.

On July 4, 2010, the Company entered into a joint venture with Cooper Industries, plc (“Cooper”), combining certain of the Company's hand tool businesses with Cooper's Tools business to form a new entity called Apex Tool Group, LLC (“Apex”). Each of Cooper and the Company owned a 50% interest in Apex and had an equal number of representatives on Apex's Board of Directors and neither joint venture partner controlled the significant operating and financing activities of Apex. The Company accounted for its investment in the joint venture based on the equity method of accounting.

In February 2013, the Company and Cooper sold Apex to an unrelated third party for approximately $1.6 billion. The Company received $797 million from the sale, consisting of cash of $759 million (including $67 million of dividends received prior to closing) and a note receivable of $38 million. The Company recognized a pre-tax gain of $230 million ($144 million after-tax or $0.20 per diluted share) in its first quarter 2013 results in connection with this transaction. The Company has collected the majority of the note receivable. The Company's share of the 2013 earnings generated by Apex prior to the closing of the sale was insignificant. Subsequent to the sale of its investment in Apex, the Company has no continuing involvement in Apex's operations.

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Document And Entity Information	9 Months Ended
	Sep. 26, 2014	Oct. 10, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 26, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Trading Symbol	dhr
Entity Registrant Name	DANAHER CORP /DE/
Entity Central Index Key	0000313616
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		702,691,595

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Restructuring And Other Related Charges

9 Months Ended

Sep. 26, 2014

Restructuring Charges [Abstract]

Restructuring And Other Related Charges

RESTRUCTURING AND OTHER RELATED CHARGES

During 2013, the Company recorded pre-tax restructuring and other related charges totaling $107 million. These costs were incurred to position the Company to provide superior products and services to its customers in a cost efficient manner and taking into consideration broad economic uncertainties.

For a full description of the Company’s restructuring activities, reference is made to Note 15 of the Company’s financial statements as of and for the year ended December 31, 2013 included in the Company’s 2013 Annual Report on Form 10-K.

Substantially all restructuring activities initiated in 2013 were completed by December 31, 2013 and the Company expects substantially all cash payments associated with remaining termination benefits to be paid during 2014. As of September 26, 2014, restructuring charges of $17 million related to restructuring activities initiated in 2013 were included in accrued expenses and other liabilities in the accompanying Consolidated Condensed Balance Sheet.

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Consolidated Condensed Statements Of Earnings (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 26, 2014	Sep. 27, 2013	Sep. 26, 2014	Sep. 27, 2013
Income Statement [Abstract]
Sales	$ 4,870.3	$ 4,669.1	$ 14,496.6	$ 13,851.3
Cost of sales	(2,304.6)	(2,244.4)	(6,857.8)	(6,605.4)
Gross profit	2,565.7	2,424.7	7,638.8	7,245.9
Operating costs:
Selling, general and administrative expenses	(1,371.6)	(1,303.2)	(4,116.7)	(3,941.3)
Research and development expenses	(328.3)	(309.1)	(978.1)	(917.7)
Operating profit	865.8	812.4	2,544.0	2,386.9
Non-operating income (expense):
Other income	38.2	0	57.4	229.8
Interest expense	(30.5)	(35.0)	(96.2)	(113.6)
Interest income	3.6	1.4	12.2	3.9
Earnings before income taxes	877.1	778.8	2,517.4	2,507.0
Income taxes	(196.5)	(181.8)	(580.7)	(601.3)
Net earnings	$ 680.6	$ 597.0	$ 1,936.7	$ 1,905.7
Net earnings per share:
Basic (dollars per share)	$ 0.97	$ 0.86	$ 2.76	$ 2.74
Diluted (dollars per share)	$ 0.95	$ 0.84	$ 2.71	$ 2.69
Average common stock and common equivalent shares outstanding:
Basic (shares)	702.6	697.7	701.3	695.0
Diluted (shares)	716.2	711.9	715.6	710.1

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Fair Value Measurements

9 Months Ended

Sep. 26, 2014

Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Company’s assets and liabilities are required to be carried at fair value and provide for certain disclosures related to the valuation methods used within a valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation. Level 3 inputs are unobservable inputs based on the Company’s assumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

A summary of financial assets and liabilities that are measured at fair value on a recurring basis were as follows ($ in millions):

	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)	Total
September 26, 2014:
Assets:
Available-for-sale securities	$	486.9	—		—	$	486.9
Liabilities:
Deferred compensation plans	—		$	74.2	—	74.2
December 31, 2013:
Assets:
Available-for-sale securities	$	385.2	—		—	$	385.2
Liabilities:
Deferred compensation plans	—		$	70.1	—	70.1

Available-for-sale securities are measured at fair value using quoted market prices in an active market and are included in other long-term assets in the accompanying Consolidated Condensed Balance Sheets.

The Company has established nonqualified deferred compensation programs that permit officers, directors and certain management employees to defer a portion of their compensation, on a pre-tax basis, until their termination of employment (or board service, as applicable). All amounts deferred under such plans are unfunded, unsecured obligations of the Company and are presented as a component of the Company’s compensation and benefits accrual included in other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. Participants may choose among alternative earning rates for the amounts they defer, which are primarily based on investment options within the Company’s 401(k) program (except that the earnings rates for amounts deferred by the Company’s directors and amounts contributed unilaterally by the Company are entirely based on changes in the value of the Company’s common stock). Changes in the deferred compensation liability under these programs are recognized based on changes in the fair value of the participants’ accounts, which are based on the applicable earnings rates.

On April 2, 2014, the Company terminated the Japanese Yen/U.S. dollar currency swap agreement that had been acquired in connection with a prior acquisition. The fair value of the currency swap as of the termination date was not significant and the fair value had not changed significantly during 2014. For the three months ended September 27, 2013, changes in the fair value of the currency swap were insignificant. During the nine months ended September 27, 2013, the Company recorded pre-tax income of $11 million related to changes in the fair value of this currency swap. The currency swap did not qualify for hedge accounting, and as a result, changes in the fair value are reflected in selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings each reporting period.

Fair Value of Financial Instruments

The carrying amounts and fair values of financial instruments were as follows ($ in millions):

	September 26, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Available-for-sale securities	$	486.9	$	486.9	$	385.2	$	385.2
Liabilities:
Short-term borrowings	71.4		71.4		62.3		62.3
Long-term borrowings	2,964.7		3,351.3		3,436.7		3,877.6

As of September 26, 2014 and December 31, 2013, available-for-sale securities and short and long-term borrowings were categorized as Level 1.

The fair value of long-term borrowings was based on quoted market prices. The difference between the fair value and the carrying amounts of long-term borrowings (other than the Company’s Liquid Yield Option Notes due 2021 (the “LYONs”)) is attributable to changes in market interest rates and/or the Company’s credit ratings subsequent to the incurrence of the borrowing. In the case of the LYONs, differences in the fair value from the carrying value are attributable to changes in the price of the Company’s common stock due to the LYONs' conversion features. The fair values of short-term borrowings, as well as cash and cash equivalents, trade accounts receivable, net and trade accounts payable approximate their carrying amounts due to the short-term maturities of these instruments.

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Goodwill

9 Months Ended

Sep. 26, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

GOODWILL

The following is a rollforward of the Company’s goodwill ($ in millions):

Balance, December 31, 2013	$	16,038.2
Attributable to 2014 acquisitions	323.1
Attributable to 2014 divestitures (See Note 9)	(37.3		)
Foreign currency translation & other	(345.3		)
Balance, September 26, 2014	$	15,978.7

The carrying value of goodwill by segment is summarized as follows ($ in millions):

	September 26, 2014		December 31, 2013
Test & Measurement	$	3,279.4	$	3,266.9
Environmental	1,976.2		1,851.4
Life Sciences & Diagnostics	6,211.0		6,304.8
Dental	2,180.3		2,196.6
Industrial Technologies	2,331.8		2,418.5
	$	15,978.7	$	16,038.2

The Company has not identified any "triggering" events which indicate a potential impairment of goodwill in 2014.

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General New Accounting Standards (Policies)

9 Months Ended

Sep. 26, 2014

Accounting Policies [Abstract]

New Accounting Pronouncements

New Accounting Standards - In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606), which impacts virtually all aspects of an entity's revenue recognition. The core principle of the new standard is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2016. Management has not yet completed its assessment of the impact of the new standard, including possible transition alternatives, on the Company's financial statements.

In April 2014, the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. To qualify as a discontinued operation the standard requires a disposal to represent a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The standard also expands the disclosures for discontinued operations and requires new disclosures related to individually material dispositions that do not qualify as discontinued operations. The standard is effective prospectively for fiscal years beginning after December 15, 2014, with early adoption permitted. This standard was adopted by the Company on June 28, 2014, the beginning of the third quarter, and did not have a material impact on the Company's financial statements.

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Contingencies

9 Months Ended

Sep. 26, 2014

Commitments and Contingencies Disclosure [Abstract]

Contingencies

CONTINGENCIES

For a description of the Company’s litigation and contingencies, reference is made to Note 17 of the Company’s financial statements as of and for the year ended December 31, 2013 included in the Company’s 2013 Annual Report on Form 10-K.

The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted against defects in material and workmanship when properly used for their intended purpose, installed correctly and appropriately maintained. Warranty period terms depend on the nature of the product and range from ninety days up to the life of the product. The amount of the accrued warranty liability is determined based on historical information such as past experience, product failure rates or number of units repaired, estimated cost of material and labor, and in certain instances estimated property damage. The accrued warranty liability is reviewed on a quarterly basis and may be adjusted as additional information regarding expected warranty costs becomes known. The following is a rollforward of the Company’s accrued warranty liability ($ in millions):

Balance, December 31, 2013	$	141.2
Accruals for warranties issued during the period	102.1
Settlements made	(104.2		)
Additions due to acquisitions	1.1
Effect of foreign currency translation	(2.6		)
Balance, September 26, 2014	$	137.6

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Income Taxes Income Taxes

9 Months Ended

Sep. 26, 2014

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The Company’s effective tax rate for the three and nine months ended September 26, 2014 was 22.4% and 23.1%, respectively, as compared to 23.3% and 24.0% for the three and nine months ended September 27, 2013, respectively.

The Company's effective tax rate for 2014 and 2013 differs from the U.S. federal statutory rate of 35.0% due principally to the Company’s earnings outside the United States that are indefinitely reinvested and taxed at rates lower than the U.S. federal statutory rate. The effective tax rate for the three months ended September 26, 2014 includes a benefit of $8 million ($0.01 per diluted share) related to tax benefits in foreign tax jurisdictions attributable to the release of valuation allowances and expiration of statutes of limitation, partially offset by changes in estimates related to reserves associated with prior period uncertain tax positions and audit settlements in various tax jurisdictions.

Tax authorities in Denmark and Germany have raised significant issues related to the deductibility and taxability of interest accrued by certain of the Company's subsidiaries. On December 10, 2013, the Company received assessments from the Danish tax authority (“SKAT”) totaling approximately DKK 1.1 billion (approximately $195 million based on exchange rates as of September 26, 2014) imposing withholding tax and interest thereon relating to interest accrued in Denmark on borrowings from certain of the Company's subsidiaries for the years 2004-2009. If the SKAT claims are successful, it is likely that the Company would be assessed additional amounts through September 2014 totaling approximately DKK 840 million (approximately $145 million based on exchange rates as of September 26, 2014) as well as future interest on the disputed withholding tax for subsequent periods prior to such a determination. Discussions with the German tax authorities are ongoing and final assessments have not been issued.

Management believes the positions the Company has taken in both Denmark and Germany are in accordance with the relevant tax laws and intends to vigorously defend its positions, including contesting the SKAT assessment; however, the ultimate resolution of these matters is uncertain, could take many years, and individually or in the aggregate could result in a material adverse impact to the Company's financial statements, including its effective tax rate.

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Subsequent Event Subsequent Event (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended	0 Months Ended
	Sep. 26, 2014	Sep. 27, 2013	Sep. 26, 2014	Sep. 27, 2013	Sep. 26, 2014 Test & Measurement	Sep. 27, 2013 Test & Measurement	Sep. 26, 2014 Test & Measurement	Sep. 27, 2013 Test & Measurement	Dec. 31, 2013 Test & Measurement Communications business	Oct. 13, 2014 Test & Measurement Communications business Subsequent Event	Oct. 13, 2014 Test & Measurement Communications business Subsequent Event
Sales	$ 4,870.3	$ 4,669.1	$ 14,496.6	$ 13,851.3	$ 821.0	$ 808.6	$ 2,548.5	$ 2,519.0	$ 836.0
Business combination, merger agreement, aggregate consideration, number of shares										62.5
Business combination, merger agreement, percentage of investment ownership											60.00%

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Financing

9 Months Ended

Sep. 26, 2014

Debt Disclosure [Abstract]

Financing

FINANCING

As of September 26, 2014, the Company was in compliance with all of its debt covenants. The components of the Company’s debt were as follows ($ in millions):

	September 26, 2014		December 31, 2013
Commercial paper	$	450.0	$	450.0
1.3% senior notes due 2014	—		400.0
2.3% senior notes due 2016	500.0		500.0
5.625% senior notes due 2018	500.0		500.0
5.4% senior notes due 2019	750.0		750.0
3.9% senior notes due 2021	600.0		600.0
Zero-coupon LYONs due 2021	117.4		154.1
Other	118.7		144.9
Subtotal	3,036.1		3,499.0
Less currently payable	71.4		62.3
Long-term debt	$	2,964.7	$	3,436.7

For a full description of the Company’s debt financing, reference is made to Note 10 of the Company’s financial statements as of and for the year ended December 31, 2013 included in the Company’s 2013 Annual Report on Form 10-K.

The Company repaid the $400 million principal amount of 1.3% senior notes due 2014 upon maturity in June 2014.

During the nine months ended September 26, 2014, holders of certain of the Company’s LYONs converted such LYONs into an aggregate of approximately 1.3 million shares of the Company’s common stock, par value $0.01 per share. The Company’s deferred tax liability associated with the book and tax basis difference in the converted LYONs of approximately $15 millionwas transferred to additional paid-in capital as a result of the conversions.

The Company satisfies any short-term liquidity needs that are not met through operating cash flow and available cash primarily through issuances of commercial paper under its U.S. and Euro commercial paper programs. As of September 26, 2014, borrowings outstanding under the Company’s U.S. commercial paper program had a weighted average annual interest rate of 0.1% and a weighted average remaining maturity of approximately thirteen days. There was no commercial paper outstanding under the Euro commercial paper program as of September 26, 2014. As of September 26, 2014, the Company has classified its borrowings outstanding under the commercial paper program as long-term debt in the accompanying Consolidated Condensed Balance Sheet as the Company had the intent and ability, as supported by availability under the Credit Facility referenced below, to refinance these borrowings for at least one year from the balance sheet date.

Credit support for the commercial paper program is provided by a $2.5 billion unsecured multi-year revolving credit facility with a syndicate of banks that expires on July 15, 2016 (the “Credit Facility”). The Credit Facility can also be used for working capital and other general corporate purposes. As of September 26, 2014, no borrowings were outstanding under the Credit Facility and the Company was in compliance with all covenants under the facility. In addition to the Credit Facility, the Company has entered into reimbursement agreements with various commercial banks to support the issuance of letters of credit.

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Defined Benefit Plans

9 Months Ended

Sep. 26, 2014

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Defined Benefit Plans

DEFINED BENEFIT PLANS

The following sets forth the components of the Company’s net periodic benefit cost of the noncontributory defined benefit pension plans ($ in millions):

U.S. Pension Benefits
	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Service cost	$	1.5		$	1.4		$	4.5		$	4.2
Interest cost	26.4			25.0			79.4			72.4
Expected return on plan assets	(32.1		)	(31.2		)	(96.7		)	(94.0		)
Amortization of actuarial loss	4.6			8.6			13.8			22.6
Net periodic pension cost	$	0.4		$	3.8		$	1.0		$	5.2

Non-U.S. Pension Benefits
	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Service cost	$	7.7		$	6.7		$	23.7		$	19.9
Interest cost	11.6			10.4			35.1			31.2
Expected return on plan assets	(10.5		)	(8.4		)	(31.6		)	(25.5		)
Amortization of actuarial loss	1.7			1.9			5.2			5.9
Amortization of prior service credit	—			(0.1		)	—			(0.3		)
Settlement losses recognized	—			—			—			0.6
Net periodic pension cost	$	10.5		$	10.5		$	32.4		$	31.8

The following sets forth the components of the Company’s net periodic benefit cost of the other post-retirement employee benefit plans ($ in millions):

	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Service cost	$	0.2		$	0.3		$	0.8		$	1.1
Interest cost	2.6			2.0			6.8			6.0
Amortization of prior service credit	(1.0		)	(1.7		)	(3.0		)	(5.0		)
Amortization of actuarial loss	0.7			0.2			0.7			1.0
Net periodic benefit cost	$	2.5		$	0.8		$	5.3		$	3.1

Net periodic pension and benefit costs are included in cost of sales and selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings.

Employer Contributions

During 2014, the Company’s cash contribution requirements for its U.S. and non-U.S. defined benefit pension plans are expected to be approximately $50 million and $55 million, respectively. The ultimate amounts to be contributed depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates and other factors.

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Stock Transactions And Stock-Based Compensation

9 Months Ended

Sep. 26, 2014

Share-based Compensation [Abstract]

Stock Transactions And Stock-Based Compensation

STOCK TRANSACTIONS AND STOCK-BASED COMPENSATION

Neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during the three or nine months ended September 26, 2014.  On July 16, 2013, the Company's Board of Directors approved a repurchase program (the “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 September 26, 2014, 20 million shares remained available for repurchase pursuant to the Repurchase Program.

For a full description of the Company’s stock-based compensation programs, reference is made to Note 18 of the Company’s financial statements as of and for the year ended December 31, 2013 included in the Company’s 2013 Annual Report on Form 10-K. As of September 26, 2014, approximately 25 million shares of the Company’s common stock were reserved for issuance under the 2007 Stock Incentive Plan.

The following summarizes the assumptions used in the Black-Scholes Merton option pricing model ("Black-Scholes") to value options granted during the nine months ended September 26, 2014:

Risk-free interest rate	1.68% - 2.38%
Weighted average volatility	22.2	%
Dividend yield	0.5	%
Expected years until exercise	5.5 - 8.0

The following summarizes the components of the Company’s stock-based compensation expense ($ in millions):

	Three Months Ended						Nine Months Ended
	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
RSUs:
Pre-tax compensation expense	$	21.2		$	17.6		$	55.0		$	49.9
Income tax benefit	(6.4		)	(5.2		)	(16.0		)	(15.0		)
RSU expense, net of income taxes	$	14.8		$	12.4		$	39.0		$	34.9
Stock options:
Pre-tax compensation expense	$	12.7		$	12.0		$	33.9		$	35.8
Income tax benefit	(3.9		)	(3.7		)	(10.2		)	(11.0		)
Stock option expense, net of income taxes	$	8.8		$	8.3		$	23.7		$	24.8
Total stock-based compensation:
Pre-tax compensation expense	$	33.9		$	29.6		$	88.9		$	85.7
Income tax benefit	(10.3		)	(8.9		)	(26.2		)	(26.0		)
Total stock-based compensation expense, net of income taxes	$	23.6		$	20.7		$	62.7		$	59.7

Stock-based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings. As of September 26, 2014, $174 million of total unrecognized compensation cost related to RSUs is expected to be recognized over a weighted average period of approximately three years. As of September 26, 2014, $143 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately three years. Both amounts will be adjusted for any future changes in estimated forfeitures.

The following summarizes option activity under the Company’s stock plans (in millions, except exercise price and number of years):

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2013	25.0		$	42.93
Granted	3.6		77.08
Exercised	(2.4	)	34.70
Cancelled/forfeited	(0.4	)	58.56
Outstanding as of September 26, 2014	25.8		$	48.14	6	$	720.1
Vested and Expected to Vest as of September 26, 2014(1)	24.4		$	47.19	6	$	706.1
Vested as of September 26, 2014	14.1		$	37.03	4	$	547.2

(1) The “Expected to Vest” options are the net unvested options that remain after applying the forfeiture rate assumption to total unvested options.

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the third quarter of 2014 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 26, 2014. The amount of aggregate intrinsic value will change based on the price of the Company’s common stock.

The aggregate intrinsic value of options exercised during the nine months ended September 26, 2014 and September 27, 2013 was $95 million and $136 million, respectively. Exercise of options during the first nine months of 2014 and 2013 resulted in cash receipts of $79 million and $134 million, respectively. The Company realized a tax benefit of $8 million and $29 million in the three and nine months ended September 26, 2014 related to the exercise of employee stock options. The net income tax benefit in excess of the expense recorded for financial reporting purposes (the “excess tax benefit”) has been recorded as an increase to additional paid-in capital and is reflected as a financing cash inflow in the accompanying Consolidated Condensed Statements of Cash Flows.

The following summarizes information on unvested RSUs activity (in millions, except grant-date fair value):

	Number of RSUs		Weighted Average Grant-Date  Fair Value
Unvested as of December 31, 2013	5.2		$	51.04
Granted	1.5		76.49
Vested	(1.4	)	42.08
Forfeited	(0.3	)	57.46
Unvested as of September 26, 2014	5.0		$	61.11

The Company realized a tax benefit of $13 million and $34 million in the three and nine months ended September 26, 2014, respectively, related to the vesting of RSUs. The excess tax benefit attributable to RSUs has been recorded as an increase to additional paid-in capital and is reflected as a financing cash inflow in the accompanying Consolidated Condensed Statements of Cash Flows.

In connection with the exercise of certain stock options and the vesting of RSUs previously issued by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements has been withheld from the total shares issued or released to the award holder (though under the terms of the applicable plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the first nine months of 2014, 541 thousand shares with an aggregate value of $41 million were withheld to satisfy the requirement. The withholding is treated as a reduction in additional paid-in capital in the accompanying Consolidated Condensed Statement of Stockholders’ Equity.

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General General (Components of Accumulated Other Comprehensive Income) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 26, 2014	Sep. 27, 2013	Sep. 26, 2014	Sep. 27, 2013
Accumulated Other Comprehensive Income Loss Total [Roll Forward]
Beginning balance	$ 305.8	$ (378.6)	$ 214.5	$ (59.2)
Other comprehensive income (loss) before reclassifications:
Increase (decrease)	(696.5)	383.6	(571.8)	86.4
Income tax benefit (expense)	9.8	(35.7)	(18.5)	(68.9)
Other comprehensive income (loss) before reclassifications, net of income taxes	(686.7)	347.9	(590.3)	17.5
Amounts reclassified from accumulated other comprehensive income (loss):
Increase (decrease)	1.7	8.4	(6.8)	25.2
Income tax (expense) benefit	(0.6)	(2.9)	2.8	(8.7)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	1.1	5.5	(4.0)	16.5
Total other comprehensive income (loss), net of income taxes	(685.6)	353.4	(594.3)	34.0
Ending balance	(379.8)	(25.2)	(379.8)	(25.2)
Foreign currency translation adjustments
Accumulated Other Comprehensive Income Loss Total [Roll Forward]
Beginning balance	465.1	89.7	413.2	475.3
Other comprehensive income (loss) before reclassifications:
Increase (decrease)	(670.5)	288.2	(618.6)	(97.4)
Income tax benefit (expense)	0	0	0	0
Other comprehensive income (loss) before reclassifications, net of income taxes	(670.5)	288.2	(618.6)	(97.4)
Amounts reclassified from accumulated other comprehensive income (loss):
Increase (decrease)	0	0	0	0
Income tax (expense) benefit	0	0	0	0
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	0	0	0	0
Total other comprehensive income (loss), net of income taxes	(670.5)	288.2	(618.6)	(97.4)
Ending balance	(205.4)	377.9	(205.4)	377.9
Pension and post-retirement plan benefit adjustments
Accumulated Other Comprehensive Income Loss Total [Roll Forward]
Beginning balance	(364.2)	(644.7)	(366.7)	(655.7)
Other comprehensive income (loss) before reclassifications:
Increase (decrease)	0	0	(5.5)	0
Income tax benefit (expense)	0	0	1.1	0
Other comprehensive income (loss) before reclassifications, net of income taxes	0	0	(4.4)	0
Amounts reclassified from accumulated other comprehensive income (loss):
Increase (decrease)	6.0	8.4	16.7	25.2
Income tax (expense) benefit	(2.2)	(2.9)	(6.0)	(8.7)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	3.8	5.5	10.7	16.5
Total other comprehensive income (loss), net of income taxes	3.8	5.5	6.3	16.5
Ending balance	(360.4)	(639.2)	(360.4)	(639.2)
Unrealized gain on available-for-sale securities
Accumulated Other Comprehensive Income Loss Total [Roll Forward]
Beginning balance	204.9	176.4	168.0	121.2
Other comprehensive income (loss) before reclassifications:
Increase (decrease)	(26.0)	95.4	52.3	183.8
Income tax benefit (expense)	9.8	(35.7)	(19.6)	(68.9)
Other comprehensive income (loss) before reclassifications, net of income taxes	(16.2)	59.7	32.7	114.9
Amounts reclassified from accumulated other comprehensive income (loss):
Increase (decrease)	(4.3)	0	(23.5)	0
Income tax (expense) benefit	1.6	0	8.8	0
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	(2.7)	0	(14.7)	0
Total other comprehensive income (loss), net of income taxes	(18.9)	59.7	18.0	114.9
Ending balance	$ 186.0	$ 236.1	$ 186.0	$ 236.1

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Stock Transactions And Stock-Based Compensation (Option Activity Under The Company's Stock Plans) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	9 Months Ended
	Sep. 26, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding as of December 31, 2013, Options (shares)	25.0
Granted, Options (shares)	3.6
Exercised, Options (shares)	(2.4)
Cancelled/forfeited, Options (shares)	(0.4)
Outstanding as of September 26, 2014, Options (shares)	25.8
Outstanding as of December 31, 2013, Weighted Average Exercise Price (dollars per share)	$ 42.93
Granted, Weighted Average Exercise Price (dollars per share)	$ 77.08
Exercised, Weighted Average Exercise Price (dollars per share)	$ 34.70
Cancelled/forfeited, Weighted Average Exercise Price (dollars per share)	$ 58.56
Outstanding as of September 26, 2014, Weighted Average Exercise Price (dollars per share)	$ 48.14
Outstanding as of September 26, 2014, Weighted Average Remaining Contractual Term (in Years)	6 years
Outstanding as of September 26, 2014, Aggregate Intrinsic Value	$ 720.1
Vested and Expected to Vest as of September 26, 2014, Options (shares)	24.4
Vested and Expected to Vest as of September 26, 2014, Weighted Average Exercise Price (dollars per share)	$ 47.19
Vested and Expected to Vest as of September 26, 2014, Weighted Average Remaining Contractual Term (in Years)	6 years
Vested and Expected to Vest as of September 26, 2014, Aggregate Intrinsic Value	706.1
Vested as of September 26, 2014, Options (shares)	14.1
Vested as of September 26, 2014, Weighted Average Exercise Price (dollars per share)	$ 37.03
Vested as of September 26, 2014, Weighted Average Remaining Contractual Term (in Years)	4 years
Vested as of September 26, 2014, Aggregate Intrinsic Value	$ 547.2

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Segment Information

9 Months Ended

Sep. 26, 2014

Segment Reporting, Measurement Disclosures [Abstract]

Segment Information

SEGMENT INFORMATION

The Company operates and reports its results in five separate business segments consisting of the Test & Measurement, Environmental, Life Sciences & Diagnostics, Dental and Industrial Technologies segments. There has been no material change in total assets or liabilities by segment since December 31, 2013. Segment results are shown below ($ in millions):

	Three Months Ended						Nine Months Ended
Sales:	September 26, 2014			September 27, 2013			September 26, 2014			September 27, 2013
Test & Measurement	$	821.0		$	808.6		$	2,548.5		$	2,519.0
Environmental	914.1			828.7			2,558.8			2,380.8
Life Sciences & Diagnostics	1,741.2			1,675.1			5,190.8			4,916.8
Dental	528.4			510.2			1,566.2			1,504.7
Industrial Technologies	865.6			846.5			2,632.3			2,530.0
Total	$	4,870.3		$	4,669.1		$	14,496.6		$	13,851.3
Operating Profit:
Test & Measurement	$	143.8		$	155.0		$	494.3		$	520.7
Environmental	186.2			171.6			515.6			485.6
Life Sciences & Diagnostics	272.8			246.8			775.2			686.8
Dental	91.2			82.2			244.6			223.9
Industrial Technologies	210.1			191.7			619.3			566.7
Other	(38.3		)	(34.9		)	(105.0		)	(96.8		)
Total	$	865.8		$	812.4		$	2,544.0		$	2,386.9

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Goodwill (Tables)

9 Months Ended

Sep. 26, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Rollforward Of Goodwill

The following is a rollforward of the Company’s goodwill ($ in millions):

Balance, December 31, 2013	$	16,038.2
Attributable to 2014 acquisitions	323.1
Attributable to 2014 divestitures (See Note 9)	(37.3		)
Foreign currency translation & other	(345.3		)
Balance, September 26, 2014	$	15,978.7

The carrying value of goodwill by segment is summarized as follows ($ in millions):

	September 26, 2014		December 31, 2013
Test & Measurement	$	3,279.4	$	3,266.9
Environmental	1,976.2		1,851.4
Life Sciences & Diagnostics	6,211.0		6,304.8
Dental	2,180.3		2,196.6
Industrial Technologies	2,331.8		2,418.5
	$	15,978.7	$	16,038.2

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Stock Transactions And Stock-Based Compensation (Assumptions Used In The Black-Scholes Model To Value Options Granted) (Details)	9 Months Ended
	Sep. 26, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average volatility (percentage)	22.20%
Dividend yield (percentage)	0.50%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate (percentage)	1.68%
Expected years until exercise	5 years 6 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate (percentage)	2.38%
Expected years until exercise	8 years

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Fair Value Measurements (Financial Assets And Liabilities Carried At Fair Value) (Details) (USD $) In Millions, unless otherwise specified	Sep. 26, 2014	Dec. 31, 2013
Assets:
Available-for-sale securities	$ 486.9	$ 385.2
Liabilities:
Deferred compensation plans	74.2	70.1
Quoted Prices In Active Market (Level 1)
Assets:
Available-for-sale securities	486.9	385.2
Liabilities:
Deferred compensation plans	0	0
Significant Other Observable Inputs (Level 2)
Assets:
Available-for-sale securities	0	0
Liabilities:
Deferred compensation plans	74.2	70.1
Significant Unobservable Inputs (Level 3)
Assets:
Available-for-sale securities	0	0
Liabilities:
Deferred compensation plans	$ 0	$ 0

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Consolidated Condensed Statements Of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 26, 2014	Sep. 27, 2013	Sep. 26, 2014	Sep. 27, 2013
Statement of Comprehensive Income [Abstract]
Net earnings	$ 680.6	$ 597.0	$ 1,936.7	$ 1,905.7
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(670.5)	288.2	(618.6)	(97.4)
Pension and post-retirement plan benefit adjustments	3.8	5.5	6.3	16.5
Unrealized (loss) gain on available-for-sale securities	(18.9)	59.7	18.0	114.9
Total other comprehensive income (loss), net of income taxes	(685.6)	353.4	(594.3)	34.0
Comprehensive income (loss)	$ (5.0)	$ 950.4	$ 1,342.4	$ 1,939.7

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Acquisitions

9 Months Ended

Sep. 26, 2014

Business Combinations [Abstract]

Acquisitions

ACQUISITIONS

For a description of the Company’s acquisition activity for the year ended December 31, 2013, reference is made to the financial statements as of and for the year ended December 31, 2013 and Note 2 thereto included in the Company’s 2013 Annual Report on Form 10-K.

The Company continually evaluates potential acquisitions that either strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s financial statements. This goodwill arises because the purchase prices for these businesses reflect a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations.

The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. In the months after closing, as the Company obtains additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company is continuing to evaluate certain pre-acquisition contingencies associated with certain of its 2014 and 2013 acquisitions and is also in the process of obtaining valuations of acquired intangible assets and certain acquisition related liabilities in connection with these acquisitions. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. The Company evaluated whether any adjustments to the prior periods' purchase price allocations were material and concluded no retrospective adjustment to prior period financial statements was required.

During the first nine months of 2014, the Company acquired fifteen businesses for total consideration of $635 million in cash, net of cash acquired. The businesses acquired complement existing units of the Life Sciences & Diagnostics, Environmental, Dental and Test & Measurement segments. The aggregate annual sales of these fifteen businesses at the time of their respective acquisitions, in each case based on the company’s revenues for its last completed fiscal year prior to the acquisition, were $250 million. The Company preliminarily recorded an aggregate of $323 million of goodwill related to these acquisitions.

In September 2014, the Company and Nobel Biocare Holding AG ("Nobel Biocare") entered into a definitive agreement pursuant to which the Company is making a cash tender offer to acquire all of the outstanding shares of common stock of Nobel Biocare for CHF 17.10 per share (to be followed if necessary by a second step cash-out merger at the offer price), for an aggregate purchase price of approximately CHF 2.0 billion (approximately $2.1 billion based on exchange rates as of September 26, 2014) including debt assumed and net of cash acquired. The offer is subject to customary conditions, including tender of 67% of the outstanding shares into the offer, receipt of applicable regulatory approvals and the absence of a material adverse change with respect to Nobel Biocare. The Company expects to complete the offer in the fourth quarter of 2014 or first quarter of 2015.

Headquartered in Zurich, Switzerland, Nobel Biocare is a world leader in the field of innovative implant-based dental restorations with a portfolio of solutions which include dental implant systems, high-precision individualized prosthetics, biomaterials and digital diagnostics, treatment planning and guided surgery. Nobel Biocare had revenues of €567 million in 2013 (approximately $780 million based on exchange rates as of December 31, 2013), and would become part of the Company's Dental segment. As of October 15, 2014, the Company owned approximately 17 million shares, or 14%, of Nobel Biocare.

The following summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for all acquisitions consummated during the nine months ended September 26, 2014 ($ in millions):

Trade accounts receivable	$	43.3
Inventories	56.1
Property, plant and equipment	14.9
Goodwill	323.1
Other intangible assets, primarily customer relationships, trade names and technology	285.6
In-process research and development	61.0
Trade accounts payable	(14.6		)
Other assets and liabilities, net	(130.8		)
Assumed debt	(3.7		)
Net cash consideration	$	634.9

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the 2014 and 2013 acquisitions as if they had occurred as of January 1, 2013. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time ($ in millions, except per share amounts):

	Three Months Ended				Nine Months Ended
	September 26, 2014		September 27, 2013		September 26, 2014		September 27, 2013
Sales	$	4,872.1	$	4,747.1	$	14,594.3	$	14,180.2
Net earnings	680.0		594.0		1,933.2		1,899.4
Diluted net earnings per share	0.95		0.84		2.71		2.68

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Net Earnings Per Share (Components Of Basic And Diluted Earnings Per Share) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 26, 2014	Sep. 27, 2013	Sep. 26, 2014	Sep. 27, 2013
Earnings Per Share [Abstract]
Net earnings	$ 680.6	$ 597.0	$ 1,936.7	$ 1,905.7
Basic EPS, Shares (Denominator)	702.6	697.7	701.3	695.0
Basic EPS, Per Share Amount	$ 0.97	$ 0.86	$ 2.76	$ 2.74
Adjustment for interest on convertible debentures, Net Earnings (Numerator)	0.9	0.6	2.6	2.6
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs, Shares (Denominator)	8.8	8.6	9.2	8.5
Incremental shares from assumed conversion of the convertible debentures, Shares (Denominator)	4.8	5.6	5.1	6.6
Diluted EPS, Net Earnings (Numerator)	$ 681.5	$ 597.6	$ 1,939.3	$ 1,908.3
Diluted EPS, Shares (Denominator)	716.2	711.9	715.6	710.1
Diluted EPS, Per Share Amount	$ 0.95	$ 0.84	$ 2.71	$ 2.69

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 26, 2014

Fair Value, Assets, Liabilities and Stockholders' Equity Measured on Recurring Basis [Abstract]

Financial Assets And Liabilities Carried At Fair Value

A summary of financial assets and liabilities that are measured at fair value on a recurring basis were as follows ($ in millions):

	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)	Total
September 26, 2014:
Assets:
Available-for-sale securities	$	486.9	—		—	$	486.9
Liabilities:
Deferred compensation plans	—		$	74.2	—	74.2
December 31, 2013:
Assets:
Available-for-sale securities	$	385.2	—		—	$	385.2
Liabilities:
Deferred compensation plans	—		$	70.1	—	70.1

Carrying Amounts And Fair Values Of Financial Instruments

The carrying amounts and fair values of financial instruments were as follows ($ in millions):

	September 26, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Available-for-sale securities	$	486.9	$	486.9	$	385.2	$	385.2
Liabilities:
Short-term borrowings	71.4		71.4		62.3		62.3
Long-term borrowings	2,964.7		3,351.3		3,436.7		3,877.6

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Goodwill (Rollforward Of Goodwill) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 26, 2014
Goodwill [Roll Forward]
Balance, December 31, 2013	$ 16,038.2
Attributable to 2014 acquisitions	323.1
Attributable to 2014 divestitures (See Note 9)	(37.3)
Foreign currency translation & other	(345.3)
Balance, September 26, 2014	$ 15,978.7

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Net Earnings Per Share

9 Months Ended

Sep. 26, 2014

Earnings Per Share [Abstract]

Net Earnings Per Share

NET EARNINGS PER SHARE

Basic net earnings per share (“EPS”) is calculated by dividing net earnings by the weighted average number of common shares outstanding for the applicable period. Diluted net EPS is computed based on the weighted average number of common shares outstanding increased by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued and reduced by the number of shares the Company could have repurchased with the proceeds from the issuance of the potentially dilutive shares. For the three and nine months ended September 26, 2014, approximately 3 millionoptions to purchase shares were not included in the diluted earnings per share calculation as the impact of their inclusion would have been anti-dilutive. There were no anti-dilutive options for the three months ended September 27, 2013. For the nine months ended September 27, 2013, approximately 1 millionoptions to purchase shares were not included in the diluted earnings per share calculation as the impact of their inclusion would have been anti-dilutive.

Information related to the calculation of net earnings per share of common stock is summarized as follows ($ and shares in millions, except per share amounts):

	Net Earnings (Numerator)		Shares (Denominator)	Per Share Amount
For the Three Months Ended September 26, 2014:
Basic EPS	$	680.6	702.6	$	0.97
Adjustment for interest on convertible debentures	0.9		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.8
Incremental shares from assumed conversion of the convertible debentures	—		4.8
Diluted EPS	$	681.5	716.2	$	0.95
For the Three Months Ended September 27, 2013:
Basic EPS	$	597.0	697.7	$	0.86
Adjustment for interest on convertible debentures	0.6		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.6
Incremental shares from assumed conversion of the convertible debentures	—		5.6
Diluted EPS	$	597.6	711.9	$	0.84
For the Nine Months Ended September 26, 2014:
Basic EPS	$	1,936.7	701.3	$	2.76
Adjustment for interest on convertible debentures	2.6		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		9.2
Incremental shares from assumed conversion of the convertible debentures	—		5.1
Diluted EPS	$	1,939.3	715.6	$	2.71
For the Nine Months Ended September 27, 2013:
Basic EPS	$	1,905.7	695.0	$	2.74
Adjustment for interest on convertible debentures	2.6		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.5
Incremental shares from assumed conversion of the convertible debentures	—		6.6
Diluted EPS	$	1,908.3	710.1	$	2.69