DANAHER CORPORATION

2019 OVERVIEW

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Forward Looking StatementsStatements in this presentation that are not strictly historical, including any statements regarding events or developments that we believe or anticipate will or may occur in the future, are "forward-looking"statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from thosesuggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things, the Company’s abilityto complete the acquisition of the Biopharma business of GE Life Sciences (the “GE Biopharma Acquisition”) on a timely basis or at all, the impact of our debt obligations (including the debt incurred to financethe GE Biopharma Acquisition) on our operations and liquidity, deterioration of or instability in the economy, the markets we serve and the financial markets, developments and uncertainties in U.S. policystemming from the U.S. administration, such as changes in U.S. trade and tariff policies and the reaction of other countries thereto (particularly China), contractions or growth rates and cyclicality of markets weserve, competition, our ability to develop and successfully market new products and technologies and expand into new markets, the potential for improper conduct by our employees, agents or businesspartners, our compliance with applicable laws and regulations (including regulations relating to medical devices and the health care industry), the results of our clinical trials and perceptions thereof, risksrelating to off-label marketing and requirements to obtain clearances or other authorizations for certain product modifications, our ability to effectively address cost reductions and other changes in the healthcare industry, our ability to successfully identify and consummate appropriate acquisitions and strategic investments and successfully complete divestitures and other dispositions, our ability to integrate thebusinesses we acquire and achieve the anticipated benefits of such acquisitions (including with respect to the pending GE Biopharma Acquisition), contingent liabilities relating to acquisitions, investments anddivestitures (including tax-related and other contingent liabilities relating to past and future IPOs, split-offs or spin-offs), security breaches or other disruptions of our information technology systems orviolations of data privacy laws, the impact of our restructuring activities on our ability to grow, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax auditsand changes in our tax rate and income tax liabilities, changes in tax laws applicable to multinational companies, litigation and other contingent liabilities including intellectual property and environmental,health and safety matters, risks relating to the loss or infringement of intellectual property rights and data (particularly outside the U.S.), the rights of the U.S. government to use, disclose and license certainintellectual property we license if we fail to commercialize it, risks relating to product, service or software defects, product liability and recalls, risks relating to product manufacturing, our relationships with andthe performance of our channel partners, uncertainties relating to collaboration arrangements with third-parties, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity toreflect market conditions, reliance on sole sources of supply, the impact of deregulation on demand for our products and services, labor matters, international economic, political, legal, compliance andbusiness factors (including the United Kingdom's departure from the EU and uncertainty relating to the terms of such separation), disruptions relating to man-made and natural disasters (such as pandemics)and pension plan costs. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2019Annual Report on Form 10-K. These forward-looking statements speak only as of the date of this presentation and except to the extent required by applicable law, the Company does not assume any obligationto update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

With respect to any non-GAAP financial measures referenced in the following presentation, definitions and the accompanying information required by SEC Regulation G can be found at the end of thispresentation. In addition, in addressing various financial metrics the presentation describes certain of the more significant factors that impacted year-over-year performance. All references in this presentation(1) to Company-specific financial metrics relate only to the continuing operations of Danaher’s business, unless otherwise noted; (2) to “growth” or other period-to-period changes refer to year-over-yearcomparisons unless otherwise indicated; (3) to Operating Profit below the segment level exclude amortization; and (4) to “today” refer to the Company’s 2019 performance. We may also describe certainproducts and devices which have applications submitted and pending for certain regulatory approvals.

2019 Financial Highlights

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SOLID ADJUSTED EPS GROWTH & FREE CASH FLOW― 28th consecutive year that FCF exceeded Net Income

EXPANDING MARGINS WHILE REINVESTING FOR GROWTH― Core OMX +100bps and Gross Margin 56%

RECENT PORTFOLIO MOVES― Completed exit from Dental Platform― Announced $21B acquisition of GE Biopharma business

SECOND CONSECUTIVE YEAR OF 6% OR GREATER CORE GROWTH― Life Sciences and Diagnostics both +7.0%, EAS +3.5%― Innovation & commercial investments driving market share gains

Outstanding results driven by DBS

6.0% CORE REVENUE GROWTH

100BPS CORE OMX

125% FCF / NI CONVERSION

HSD ADJUSTED EPS GROWTH

“OMX” is operating profit margin expansion.

Danaher Today

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LIFE SCIENCES DIAGNOSTICS

WATER QUALITY

ENVIRONMENTAL & APPLIED SOLUTIONS

PRODUCT ID

~$7.0B ~$6.6B ~$4.4B

All financial metrics reflect FY 2019 results from continuing operations.

Multi-industry science & technology portfolio provides competitive advantages

Revenue by Mix

Revenue by Geography

Revenue by Go-to-Market (GTM)

ROW6%

NA39%

W. EU23%

HGM32%

Recurring~70%

Non-recurring

~30%

Direct~70%

Dist-ribution~30%

Building a Stronger, Better Danaher

Evolving into a higher growth & higher recurring revenue portfolio

2015 2016 2019

CORE REVENUE GROWTH LSD MSD

RECURRING REV.* ~45% ~70%DIRECT GTM REV.* ~60% ~70%

GROSS MARGIN 52% 56%HGM* 27% 32% All financial metrics reflect FY 2019 results from continuing operations unless indicated otherwise.

2015 metrics shown include Fortive and Envista.* As a % of total revenue.

~$18B2019 DANAHER

TOTAL REVENUE

STRONG PORTFOLIO UNITED BY A COMMON BUSINESS MODEL

• Outstanding brands with market-leading positions

• Extensive installed base

• Strong ‘captive’ recurring revenues

• High level of customer intimacy

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High quality recurring revenue across the portfolio

Strong Recurring Revenue

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PORTFOLIO UNITED BY A COMMON BUSINESS MODEL• Steady consumables stream off extensive

installed base• High value, ‘mission-critical’ applications that demand

high quality products to meet regulatory requirements

BENEFITS & OPPORTUNITIES• Reduced risk of revenue volatility• Increased customer intimacy• Higher margin opportunities enable reinvestment

OPCO EXAMPLES

RAZOR / RAZOR-BLADE

• Consumables revenue 2-5X instrument rev.

• Long-term contracts

SPEC’D IN

SERVICE

• FDA-approved or cleared processes i.e. biologic drug production

• Like-for-like replacements i.e. EPA methods

• Increase in attachment rates• HSD service revenue

CAGR over the last 3 years

Total DHR Revenue

By Mix (2019)

Recurring~70%

Non-recurring

~30%

All financial metrics reflect FY 2019 results from continuing operations.

KEY SECULAR GROWTH DRIVERS

ADDRESSABLE MARKET SIZE

Strong secular drivers underpinning growth opportunities

Serving Attractive End-Markets

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LIFE SCIENCES

~$50B

• Shift in medicine: biologics

• Evolution of LS research: genomics

~$20B

WATER QUALITY

• Water scarcity • Sustainability of

water resources

~$10B

PRODUCT ID

• Packaging proliferation

• Global brand consistency

DIAGNOSTICS

~$35B

• Molecular Dxpenetration

• Decentralization of health care

High Growth Markets | Regulatory Requirements | Workflow Efficiency

Danaher Business System (DBS)

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1984 1991 1999 2001 2003 2005 2007 2009 2011 2013 2015 2017E

Evolution of the Danaher Business System (DBS)

As portfolio evolved, so has DBS – from Lean to a balanced approach

OUR SHARED PURPOSEHELPING REALIZE LIFE’S POTENTIAL

Leadership

Lean Growth

Leadership

Lean Growth

Leadership

Lean Growth

Leadership

Lean Growth

TODAY

Mid-1980sLEAN FOCUSED

ADDED GROWTH

2001

2016

ADDED LEADERSHIP

2009 LAUNCHED SHARED PURPOSE

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“OMX” is Operating Margin Expansion; “WC” is Working Capital.

SHAREHOLDERCORE REVENUE GROWTHOMXCASH FLOW / WC TURNSROIC

CUSTOMER QUALITY (EXTERNAL PPM)ON-TIME DELIVERY (OTD)

ASSOCIATE INTERNAL FILL RATERETENTION

8 CORE VALUE DRIVERS

DBS Is Our Competitive Advantage

“Common sense, vigorously applied”

Leadership

Lean Growth

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My Organization & Purpose

My Future & Development

Me, My Manager & My Daily Work

A CULTURE OF ANDMetrics AND MeaningPerformance AND PeopleResults AND Recognition

THE BEST WORKPLACE

THE BEST PEOPLE

LEADERS

STRATEGIC PRIORITIES OUR CULTURE OUR GOAL

Our Engagement PyramidMeeting the needs of associates every day

Talent as a Competitive Advantage: Leading with DBS

Associates are key to sustaining our competitive advantage

Advancing Diversity and Inclusion

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The result of DIVERSITY multiplied by INCLUSIVE behaviorsis a feeling of BELONGING which will ultimately accelerate associate ENGAGEMENT.

FACT BEHAVIOR FEELING OUTCOME

ESG Focus at Danaher

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KEY 2019 DEVELOPMENTS• Added Two New Independent Board Members

• Jessica L. Mega, MD, MPH (Verily)• Pardis C. Sabeti, MD, D.Phil

(HHMI / Harvard / Broad)

• Quantified Sustainability Metrics: • Energy and water usage• Greenhouse gas emissions• Waste generation and recycling

Core Revenue Growth+

Margin Expansion+

Strong Free Cash Flow+

Acquisitions=

TOP QUARTILE EPS GROWTH &COMPOUNDING RETURNS

How We Create Value: Running the Danaher Playbook

IMPROVE COST STRUCTURE

Balanced approach to create shareholder value

G&A

S&M

OMXCore Growth

R&D

GrossMargins

REINVEST FOR GROWTH

ACCELERATE MARGINS & CORE GROWTH

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MARKET

COMPANY

VALUATION

Our Strategic Approach to M&A

• Secular growth drivers• Fragmented• Higher barriers to entry• Optionality with multi-industry

portfolio

• Competitive market position• Strong brand / channel• Consistent revenue visibility• Higher margin businesses• Cultural fit• Leadership assessment

• Focus on ROIC• DBS opportunities• Sustainability• Synergies with DHR OpCos• Combination of value & growth deals

Selectively pursuing value creation opportunities“ROIC” is Return on Invested Capital

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Historical Performance

Double-digit adjusted EPS CAGR from 2017 – 2019

2017 2018 2019

$15.5B

$17.9B

$3.54$4.05

TOTAL REVENUE

ADJUSTED EPS$4.42

$17.0B

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Solid Free Cash Flow Generation

2019 free cash flow exceeded net income for 28th year in a row

2017 2018 2019

$2.6B$3.0B

119%127%

TOTAL FCF

FCF/NET INCOME CONVERSION RATIO 125%

$3.1B

Outperforming over the long term

25 Year Total Shareholder Return: DHR vs. S&P 500

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Source: FactSet

Years DHR S&P 500 Difference

3 Year 101% 53% 47%10 Year 462% 257% 205%25 Year 6,524% 1,038% 5,486%

0%

1000%

2000%

3000%

4000%

5000%

6000%

7000%

Dec-94 Dec-99 Dec-04 Dec-09 Dec-14 Dec-19

Strong global brands with leading market positions

LIFE SCIENCESTOTAL REVENUE

ADJ. EBITDAMARGIN

CORE REVENUEGROWTH

$7.0B

7.0%

>25%

RevenueBy Mix

By Geography

By End-Market

Biopharma /Pharma

Research

Applied

Recurring~65%

Nonrecurring~35%

ROW8% NA

38%

W. EU27%

HGM27%

GLOBAL GROWTH DRIVERS• Evolution of Life Science research

(i.e. genomics)

• Shift in medicine (i.e. proliferation of biologics including cell & gene therapy)

• HGM investments in basic & applied research capacity

Ind.

Clinical

BiopharmaResearch

Applied

PharmaOther

All financial metrics reflect FY 2019 results from continuing operations; all pie chart percentages are % of 2019 revenues.

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Strong brands with a broad global presence

TOTAL REVENUE$6.6B

RevenueBy Mix

By Geography

By OpCo

Beckman Diagnostics

Radiometer

LBS

Cepheid

Recurring~85%

Nonrecurring~15%

All financial metrics reflect FY 2019 results from continuing operations; all pie chart percentages are % of 2019 revenues.

ROW6%

NA39%

W. EU17%

HGM38%GLOBAL GROWTH DRIVERS

• Improving standards of care in HGM

• Skilled labor shortages & cost pressures necessitating automated solutions

• POC & decentralization of health care

• Penetration of molecular diagnostics

DIAGNOSTICS

ADJ. EBITDAMARGIN

CORE REVENUEGROWTH7.0%

>25%

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TOTAL REVENUE$4.4B

ENVIRONMENTAL & APPLIED SOLUTIONS (EAS)

RevenueBy Mix

By Geography

By End-Market

Muni

Industrial(WQ)

Env. /Other

Strong global brands with market-leading positions

ADJ. EBITDA MARGIN>25%

STRONG GLOBAL GROWTH DRIVERS• Increasing regulatory requirements• Demand for full workflow solutions and

process efficiencies• Packaging proliferation & brand consistency• Quality & sustainability of water resources

Ind. (PID)

CPG / Packaging

Pharma / Other

WQPID

Nonrecurring~45%

Recurring~55%

ROW3%

NA43%

W. EU24%

HGM30%

CORE REVENUEGROWTH3.5%

All financial metrics reflect FY 2019 results from continuing operations; all pie chart percentages are % of 2019 revenues.

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Non-GAAP ReconciliationsCore Revenue Growth by Segment

Total Company Life Sciences Diagnostics EAS

Total sales growth from continuing operations (GAAP) 5.0% 7.5% 5.0% 2.0%

Less the impact of:

Acquisitions (1.0%) (2.5%) —% (0.5%)

Currency exchange rates 2.0% 2.0% 2.0% 2.0%

Core revenue growth from continuing operations (Non-GAAP) 6.0% 7.0% 7.0% 3.5%

% Change Year Ended December 31, 2019 vs. Comparable 2018 Period

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Free Cash Flow from Continuing OperationsDecember 31,

2019December 31,

2018December 31, 2017

Cash Flows from Continuing Operations ($ in millions):Operating Cash Flows from Continuing Operations (GAAP) 3,657.4$ 3,644.0$ 3,122.2$

Investing Cash Flows from Continuing Operations (GAAP) (1,166.1)$ (2,873.9)$ (788.5)$

Financing Cash Flows from Continuing Operations (GAAP) 16,589.9$ (797.4)$ (3,098.5)$

Free Cash Flow from Continuing Operations ($ in millions):Operating Cash Flows from Continuing Operations (GAAP) 3,657.4$ 3,644.0$ 3,122.2$ ≈ 0.5% ≈ 16.5%

Less: payments for additions to property, plant & equipment (capital expenditures) from continuing operations (GAAP) (635.5) (583.5) (570.7) Plus: proceeds from sales of property, plant & equipment (capital disposals) from continuing operations (GAAP) 12.8 6.3 32.5

Free Cash Flow from Continuing Operations (Non-GAAP) 3,034.7$ 3,066.8$ 2,584.0$ ≈ -1.0% ≈ 18.5%

Ratio of Free Cash Flow to Net Earnings ($ in millions): Free Cash Flow from Continuing Operations from Above (Non-GAAP) 3,034.7$ 3,066.8$ 2,584.0$

Net Earnings from Continuing Operations (GAAP) 2,432.3 2,406.3 2,172.2

Free Cash Flow from Continuing Operations to Net Earnings from Continuing Operations Conversion Ratio (Non-GAAP) 1.25 1.27 1.19

We define free cash flow as operating cash flows from continuing operations, less payments for additions to property, plant and equipment from continuing operations (“capital expenditures”) plus the proceeds from sales of plant, property and equipment from continuing operations (“capital disposals”).

Year-over-Year Change 2018 vs

2017

Full Year Ended Year-over-Year Change 2019 vs

2018

Non-GAAP ReconciliationsYear-Over-Year Core Operating Margin Changes From Continuing Operations

The Company defines core operating profit margin changes as all year-over-year operating profit margin changes other than the adjustments reflected below for the respective period.

Total Company

17.90%

Full Year 2019 impact from operating profit margins of businesses that have been owned for less than one year or were disposed of during such period and did not qualify as discontinued operations (0.15)

Full Year 2019 transaction costs deemed significant and integration preparation costs related to the anticipated acquisition of the GE Biopharma business (0.50)

Acquisition-related transaction costs deemed significant and fair value adjustments to inventory, in each case related to the acquisition of IDT and incurred in the second quarter of 2018. 0.10

Second quarter 2018 gain on resolution of acquisition-related matters (0.05)

1.00

18.30%

Note: The Company deems acquisition-related transaction costs incurred in a given period to be significant (generally relating to the Company’s larger acquisitions) if it determines that such costs exceed the range of acquisition-related transaction costs typical for Danaher in a given period.

Year Ended December 31, 2018 Operating Profit Margins From Contiuing Operations (GAAP)

Year Ended December 31, 2019 Operating Profit Margins From Contiuing Operations (GAAP)

Year-over-year core operating profit margin changes for full year 2019 (defined as all year-over-year operating profit margin changes other than the changes identified in the line items above) (non-GAAP)

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Adjusted EBITDA Margin

Life Sciences Diagnostics EAS Other Total Danaher

Operating Profit (GAAP) 1,401.4$ 1,134.1$ 1,051.6$ (317.7)$ 3,269.4$

Depreciation 130.5 376.0 48.6 9.3 564.4

Amortization 356.6 206.5 62.0 0.0 625.1

Adjusted EBITDA (Non-GAAP) 1,888.5$ 1,716.6$ 1,162.2$ (308.4)$ 4,458.9$

Interest, net 30.4

Other Income 5.5

Income Taxes (873.0)

Depreciation (564.4)

Amortization (625.1)

Net Income Continuing Ops (GAAP) 2,432.3$

Net Sales 6,951.1$ 6,561.5$ 4,398.5$ 17,911.1$

Adjusted EBITDA Margin (Non-GAAP) >25% >25% >25% 25%

Year-Ended December 31, 2019

Note: Management defines "Adjusted EBITDA" as GAAP operating income excluding (1) depreciation and (2) amortization, and defines "Adjusted EBITDA Margin" as Adjusted EBITDA divided by sales.

Non-GAAP ReconciliationsAdjusted Diluted Net Earnings Per Common Share from Continuing Operations

December 31, 2019 1 December 31, 2018 December 31, 2017

3.26$ 3.39$ 3.08$

Pretax amortization of acquisition-related intangible assetsA0.85 0.87 0.82

Pretax transaction costs deemed significant and integration preparation costs related to the anticipated GE Biopharma acquisitionB 0.13 - -

Loss on early extinguishment of debt C0.01 - -

Pretax gain on sale of investments D- - (0.10)

Pretax restructuring, impairment and other related charges recorded in the second quarter of 2017 E - - 0.11

Loss on partial settlement of a defined benefit plan F 0.01 -

Pretax acquisition-related transaction costs deemed significant and fair value adjustments to inventory, in each case related to the acquisition of IDT and incurred in the second quarter of 2018 G

- 0.02 - Pretax gain on resolution of acquisition-related matters recognized in the second quarter of 2018 and the fourth quarter of 2017 H - (0.01) (0.02)

Tax effect of all adjustments reflected above I(0.17) (0.17) (0.15)

Discrete tax adjustments and other tax-related adjustments J,K0.29 (0.05) (0.19)

Declared dividends on the MCPS assuming “if-converted” method L 0.04 - -

Effects of rounding - - (0.01)

4.42$ 4.05$ 3.54$

1 Each of the per share adjustment amounts above have been calculated assuming the Mandatory Convertible Preferred Stock (“MCPS”) had been converted into shares of common stock.

Diluted Net Earnings Per Common Share from Continuing Operations (GAAP)

Adjusted Diluted Net Earnings Per Common Share from Continuing Operations (Non-GAAP)

Year Ended

Adjusted Diluted Shares Outstanding Year Ended(shares in millions) December 31, 2019 2

Average common stock and common equivalent shares outstanding - diluted 725.5

Converted shares 9.7

Adjusted average common stock and common equivalent shares outstanding - diluted 735.2

The number of converted shares assumes the conversion of all MCPS and issuance of the underlying shares applying the “if-converted” method of accounting and using an average 20 trading-day trailing volume weighted average price (“VWAP”) of $150.10 as of December 31, 2019.

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Non-GAAP Reconciliations

A

December 31, 2019 December 31, 2018 December 31, 2017Pretax $ 625.1 $ 615.6 $ 578.8 After-tax 504.1 494.5 467.2

B

C

D

E

F

G

H

I

J Discrete tax adjustments and other tax-related adjustments for the year ended December 31, 2019, include the impact of net discrete tax gains of $12 million (or $0.02 per diluted share) and discrete tax charges of $215 million (or $0.29 per diluted share), respectively. Discrete tax adjustments and other tax-related adjustments for the year ended December 31, 2018, include the impact of net discrete tax gains of $39 million (or $0.05 per diluted share). The discrete tax matters relate primarily to changes in estimates associated with prior period uncertain tax positions and audit settlements, net of the release of valuation allowances associated with certain foreign tax credits and tax benefits resulting from a change in law. The Company anticipates excess tax benefits from stock compensation of approximately $7 million per quarter and therefore excludes benefits in excess of this amount in the calculation of Adjusted Diluted Net Earnings Per Common Share from Continuing Operations.

Amortization of acquisition-related intangible assets in the following historical and forecasted periods ($ in millions) (only the pretax amounts set forth below are reflected in the amortization line item above):

Notes to Reconciliation of GAAP to Non-GAAP Financial Measures

Year Ended

This line item reflects the aggregate tax effect of all nontax adjustments reflected in the preceding line items of the table. In addition, the footnotes above indicate the after-tax amount of each individual adjustment item. Danaher estimates the tax effect of each adjustment item by applying Danaher’s overall estimated effective tax rate to the pretax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment. The MCPS dividends are not tax deductible and therefore the tax effect of the adjustments does not include any tax impact of the MCPS dividends.

Pretax costs incurred for transaction costs deemed significant and integration preparation costs in the year ended December 31, 2019, ($93 million pretax as reported in this line item, $84 million after-tax), related to the anticipated GE Biopharma acquisition. The Company deems acquisition-related transaction costs incurred in a given period to be significant (generally relating to the Company’s larger acquisitions) if it determines that such costs exceed the range of acquisition-related transaction costs typical for Danaher in a given period.

Acquisition-related transaction costs deemed significant ($15 million pretax as reported in this line item, $13 million after-tax), and fair value adjustments to inventory ($1 million pretax as presented in this line item, $0.8 million after-tax), in each case related to the acquisition of IDT and incurred in the second quarter of 2018.

Net gains on resolution of acquisition-related matters in the Life Sciences segment ($9 million pretax as presented in this line item, $7 million after-tax) for the second quarter of 2018 and net gains on resolution of acquisition-related matters in the Life Sciences and Diagnostics segments ($11 million pretax as presented in this line item, $8 million after-tax) for the year ended December 31, 2017.

Loss on early extinguishment of debt resulting from “make-whole” payments associated with the retirement of the 2020 U.S. Notes and the 2020 Assumed Pall Notes ($7 million pretax as reported in this line item, $5 million after-tax) in the year ended December 31, 2019.

Loss on partial settlement of a defined benefit plan resulting from the transfer of a portion of Danaher's non-U.S. pension liabilities to a third party ($7 million pretax as reported in this line item, $6 million after-tax) in the year ended December 31, 2019.

Gain on sales of investments in the year ended December 31, 2017 ($73 million pretax as presented in this line item, $46 million after-tax).

During the second quarter of 2017, the Company recorded $76 million of pretax restructuring, impairment and other related charges ($51 million after-tax) primarily related to the Company’s strategic decision to discontinue certain product development efforts in its Diagnostics segment. As a result, the Company incurred noncash charges for the impairment of certain technology-related intangibles as well as related inventory and plant, property, and equipment with no further use totaling $49 million. In addition, the Company incurred cash restructuring costs primarily related to employee severance and related charges totaling $27 million. This is addressed in more detail in the “Statement Regarding Non-GAAP Measures.ˮ

K

($ in millions)

Year Ended December 31,

2017

$ 129

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1,219

(1,218) $ 146

L In March 2019, the Company issued $1.65 billion in aggregate liquidation preference of Danaher's 4.75% MCPS. Dividends on the MCPS are payable on a cumulative basis at an annual rate of 4.75% on the liquidation preference of $1,000 per share. Unless earlier converted, each share of MCPS will automatically convert on April 15, 2022 into between 6.6531 and 8.1500 shares of Danaher’s common stock, subject to further anti-dilution adjustments. The number of shares of Danaher’s common stock issuable on conversion of the MCPS will be determined based on the VWAP per share of our common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately before April 15, 2022. For the purposes of calculating adjusted earnings per share, the Company has excluded the paid and anticipated MCPS cash dividends and assumed the “if-converted” method of share dilution (the incremental shares of common stock deemed outstanding applying the “if-converted” method of calculating share dilution are referred to as the “Converted Shares.”) The Company believes that using the “if-converted” method provides additional insight to investors on the anticipated impact of the MCPS once they are converted into common stock no later than April 15, 2022.

Discrete tax adjustments and other tax-related adjustments for the three-month period and year ended December 31, 2017 include:

Discrete income tax gains, primarily related to expiration of statute of limitations 1

Impact of ASU No. 2016-09, Compensation—Stock Compensation 2

Remeasurement of deferred tax assets and liabilities as a result of the Tax Cuts and Jobs Act of 2017 3

Transition tax on deemed repatriation of foreign earnings as a result of the Tax Cuts and Jobs Act of 2017 4

Represents (1) discrete income tax gains, primarily related to expiration of statute of limitations ($129 million in the year ended December 31, 2017), (2) equity compensation-related excess tax benefits ($16 million in the year ended December 31, 2017), (3) remeasurement of deferred tax assets and liabilities, net related to enactment of the Tax Cuts and Jobs Act ($1.2 billion gain in the year ended December 31, 2017), and (4) transition tax on deemed repatriation of foreign earnings in connection with enactment of the Tax Cuts and Jobs Act ($1.2 billion provision in the year ended December 31, 2017).

On January 1, 2017, Danaher adopted the updated accounting guidance required by ASU No. 2016-09, Compensation—Stock Compensation , which requires income statement recognition of all excess tax benefits and deficiencies related to equity compensation. We exclude from Adjusted Diluted Net EPS any excess tax benefits that exceed the levels we believe are representative of historical experience. In the first quarter of 2017, we anticipated $10 million of equity compensation-related excess tax benefits and realized $26 million of excess tax benefits, and therefore we have excluded $16 million of these benefits in the calculation of Adjusted Diluted Net Earnings per Share. In the subsequent quarters reflected in the table, realized equity compensation-related excess tax benefits approximated the anticipated benefit and no adjustments were required.

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Non-GAAP Reconciliations

27

Statement Regarding Non-GAAP Measures

•

•

The items excluded from the non-GAAP measures set forth above have been excluded for the following reasons:

•o

o

o

o

•

We exclude the amortization of acquisition-related intangible assets because the amount and timing of such charges are significantly impacted by the timing, size, number and nature of the acquisitions we consummate. While we have a history of significant acquisition activity we do not acquire businesses on a predictable cycle, and the amount of an acquisition’s purchase price allocated to intangible assets and related amortization term are unique to each acquisition and can vary significantly from acquisition to acquisition. Exclusion of this amortization expense facilitates more consistent comparisons of operating results over time between our newly acquired and long-held businesses, and with both acquisitive and non-acquisitive peer companies. We believe however that it is important for investors to understand that such intangible assets contribute to revenue generation and that intangible asset amortization related to past acquisitions will recur in future periods until such intangible assets have been fully amortized.

We exclude costs incurred pursuant to discrete restructuring plans that are fundamentally different (in terms of the size, strategic nature and planning requirements, as well as the inconsistent frequency, of such plans) from the ongoing productivity improvements that result from application of the Danaher Business System. Because these restructuring plans are incremental to the core activities that arise in the ordinary course of our business and we believe are not indicative of Danaher’s ongoing operating costs in a given period, we exclude these costs to facilitate a more consistent comparison of operating results over time.

With respect to the other items excluded, we exclude these items because they are of a nature and/or size that occur with inconsistent frequency, occur for reasons that may be unrelated to Danaher's commercial performance during the period and/or we believe that such items may obscure underlying business trends and make comparisons of long-term performance difficult.

With respect to core revenue from continuing operations, (1) we exclude the impact of currency translation because it is not under management’s control, is subject to volatility and can obscure underlying business trends, and (2) we exclude the effect of acquisitions and divested product lines because the timing, size, number and nature of such transactions can vary significantly from period-to-period and between us and our peers, which we believe may obscure underlying business trends and make comparisons of long-term performance difficult.

With respect to Adjusted Diluted Net Earnings Per Common Share from Continuing Operations:

Each of the non-GAAP measures set forth above should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measure, and may not be comparable to similarly titled measures reported by other companies. Management believes that these measures provide useful information to investors by offering additional ways of viewing Danaher Corporation’s (“Danaher” or the “Company”) results that, when reconciled to the corresponding GAAP measure, help our investors to:

Management uses these non-GAAP measures to measure the Company’s operating and financial performance, and uses core revenue and non-GAAP measures similar to Adjusted Diluted Net Earnings Per Common Share from Continuing Operations in the Company’s executive compensation program.

with respect to Adjusted Diluted Net Earnings Per Common Share from Continuing Operations, understand the long-term profitability trends of our business and compare our profitability to prior and future periods and to our peers; and

with respect to core revenue from continuing operations, identify underlying growth trends in our business and compare our revenue performance with prior and future periods and to our peers.

Danaher’s Mandatory Convertible Preferred Stock (“MCPS”) will mandatorily convert into Danaher common stock on the mandatory conversion date, which is expected to be April 15, 2022 (unless converted or redeemed earlier in accordance with the terms of the applicable certificate of designations). On the prior pages, we present the earnings per share-related measures on a basis which assumes the MCPS had already been converted as of the beginning of the applicable period (and accordingly also exclude the dividends that were actually paid on the MCPS during such period, since such dividends would no longer be paid once the MCPS convert). We believe this presentation provides useful information to investors by helping them understand what the net impact will be on Danaher’s earnings per share-related measures once the MCPS convert into Danaher common stock.