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 28, 2012

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 12, 2012 was 692,687,947.

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 (Loss)	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	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
Item 5.	Other Information	36
PART II -	OTHER INFORMATION
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 6.	Exhibits	38
	Signatures	39

DANAHER CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

($ in thousands)

(unaudited)

	September 28, 2012		December 31, 2011
ASSETS
Current Assets:
Cash and equivalents	$	1,541,335	$	537,001
Trade accounts receivable, net	2,984,728		3,049,895
Inventories:
Finished goods	935,987		930,914
Work in process	304,079		262,191
Raw material and supplies	642,304		588,247
Total inventories	1,882,370		1,781,352
Prepaid expenses and other current assets	499,567		904,109
Total current assets	6,908,000		6,272,357
Property, plant and equipment, net of accumulated depreciation of $1,870,658 and $1,665,983, respectively	2,062,952		2,100,990
Investment in joint venture	560,629		521,882
Other assets	893,162		739,686
Goodwill	15,056,604		14,474,323
Other intangible assets, net	6,104,073		5,840,209
Total assets	$	31,585,420	$	29,949,447
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Notes payable and current portion of long-term debt	$	55,063	$	98,392
Trade accounts payable	1,492,632		1,422,438
Accrued expenses and other liabilities	2,386,994		2,651,198
Total current liabilities	3,934,689		4,172,028
Other long-term liabilities	4,038,807		3,598,851
Long-term debt	4,659,158		5,206,800
Stockholders’ Equity:
Common stock - $0.01 par value	7,718		7,611
Additional paid-in capital	3,961,867		3,877,240
Retained earnings	14,766,627		13,056,869
Accumulated other comprehensive income (loss)	149,874		(36,937		)
Total Danaher stockholders’ equity	18,886,086		16,904,783
Non-controlling interests	66,680		66,985
Total stockholders’ equity	18,952,766		16,971,768
Total liabilities and stockholders’ equity	$	31,585,420	$	29,949,447

See the accompanying Notes to the Consolidated Condensed Financial Statements.

1

DANAHER CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

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

(unaudited)

	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012				September 30, 2011
Sales	$	4,415,543		$	4,445,787		$	13,285,222			$	11,373,856
Cost of sales	(2,137,541		)	(2,262,706		)	(6,416,220		)		(5,524,373		)
Gross profit	2,278,002			2,183,081			6,869,002				5,849,483
Operating costs and other:
Selling, general and administrative expenses	(1,251,212		)	(1,268,411		)	(3,774,719		)		(3,320,038		)
Research and development expenses	(289,517		)	(287,506		)	(843,243		)		(736,406		)
Earnings from unconsolidated joint venture	18,536			15,991			50,911				44,926
Operating profit	755,809			643,155			2,301,951				1,837,965
Non-operating income (expense):
Loss on early extinguishment of debt	—			(32,887		)	—				(32,887		)
Interest expense	(39,361		)	(42,362		)	(116,660		)		(104,213		)
Interest income	722			392			2,188				4,787
Earnings from continuing operations before income taxes	717,170			568,298			2,187,479				1,705,652
Income taxes	(168,435		)	(52,890		)	(518,541		)		(333,919		)
Net earnings from continuing operations	548,735			515,408			1,668,938				1,371,733
Earnings from discontinued operations, net of income taxes	—			8,020			92,858				229,817
Net earnings	$	548,735		$	523,428		$	1,761,796			$	1,601,550
Net earnings per share from continuing operations:
Basic	$	0.79		$	0.75		$	2.40			$	2.04
Diluted	$	0.77		$	0.73		$	2.34			$	1.97
Net earnings per share from discontinued operations:
Basic	$	—		$	0.01		$	0.13			$	0.34
Diluted	$	—		$	0.01		$	0.13			$	0.33
Net earnings per share:
Basic	$	0.79		$	0.76		$	2.54		*	$	2.38
Diluted	$	0.77		$	0.74		$	2.47			$	2.30
Average common stock and common equivalent shares outstanding:
Basic	695,208			687,259			694,095				672,022
Diluted	713,947			710,403			714,293				697,777

 * Net earnings per share amount does not add due to rounding.

See the accompanying Notes to the Consolidated Condensed Financial Statements.

2

DANAHER CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

($ in thousands)

(unaudited)

	Three Months Ended					Nine Months Ended
	September 28, 2012		September 30, 2011			September 28, 2012		September 30, 2011
Net earnings	$	548,735	$	523,428		$	1,761,796	$	1,601,550
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	193,505		(490,923		)	93,398		(125,194		)
Pension and postretirement plan benefit adjustments	8,059		4,862			21,003		14,440
Unrealized gain (loss) on available-for-sale securities	23,255		(61,806		)	72,410		(35,082		)
Total other comprehensive income (loss), net of income taxes	224,819		(547,867		)	186,811		(145,836		)
Comprehensive income (loss)	$	773,554	$	(24,439	)	$	1,948,607	$	1,455,714

See the accompanying Notes to the Consolidated Condensed Financial Statements.

3

DANAHER CORPORATION

CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

($ and shares in thousands)

(unaudited)

	Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Non- Controlling Interests
	Shares	Amount
Balance, December 31, 2011	761,067	$	7,611	$	3,877,240		$	13,056,869		$	(36,937	)	$	66,985
Net earnings for the period	—	—		—			1,761,796			—			—
Other comprehensive income	—	—		—			—			186,811			—
Dividends declared	—	—		—			(52,038		)	—			—
Common stock based award activity	7,456	74		222,580			—			—			—
Common stock issued in connection with LYONs’ conversions including tax benefit of $27.7 million	3,315	33		120,527			—			—			—
Treasury stock purchase (5.0 million shares)	—	—		(258,480		)	—			—			—
Change in non-controlling interests	—	—		—			—			—			(305		)
Balance, September 28, 2012	771,838	$	7,718	$	3,961,867		$	14,766,627		$	149,874		$	66,680

See the accompanying Notes to the Consolidated Condensed Financial Statements.

4

DANAHER CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

($ in thousands, unaudited)

	Nine Months Ended
	September 28, 2012			September 30, 2011
Cash flows from operating activities:
Net earnings	$	1,761,796		$	1,601,550
Less: earnings from discontinued operations, net of income taxes	92,858			229,817
Net earnings from continuing operations	1,668,938			1,371,733
Non-cash items:
Depreciation	368,481			229,567
Amortization	251,947			201,735
Stock compensation expense	79,419			71,616
Earnings from unconsolidated joint venture, net of cash dividends received	(31,486		)	(24,059		)
Change in trade accounts receivable, net	134,498			551
Change in inventories	(53,573		)	13,592
Change in trade accounts payable	38,483			27,483
Change in prepaid expenses and other assets	110,087			60,903
Change in accrued expenses and other liabilities	104,471			(37,278		)
Total operating cash provided by continuing operations	2,671,265			1,915,843
Total operating cash used in discontinued operations	(55,938		)	(116,769		)
Net cash provided by operating activities	2,615,327			1,799,074
Cash flows from investing activities:
Payments for additions to property, plant and equipment	(333,379		)	(214,822		)
Proceeds from disposals of property, plant and equipment and other assets	23,225			10,285
Proceeds from contribution of businesses to joint venture	—			12,454
Cash paid for acquisitions	(972,823		)	(6,087,087		)
Total investing cash used in continuing operations	(1,282,977		)	(6,279,170		)
Total investing cash used in discontinued operations	(26		)	(4,681		)
Proceeds from the sale of discontinued operations	337,470			680,105
Net cash used in investing activities	(945,533		)	(5,603,746		)
Cash flows from financing activities:
Proceeds from the issuance of common stock	143,266			1,060,272
Payment of dividends	(52,038		)	(44,129		)
Purchase of treasury stock	(258,480		)	—
Net (repayments of) proceeds from borrowings (maturities of 90 days or less)	(495,047		)	1,416,071
Proceeds of borrowings (maturities longer than 90 days)	—			1,785,764
Repayments of borrowings (maturities longer than 90 days)	(3,435		)	(1,594,573		)
Net cash (used in) provided by financing activities	(665,734		)	2,623,405
Effect of exchange rate changes on cash and equivalents	274			32,655
Net change in cash and equivalents	1,004,334			(1,148,612		)
Beginning balance of cash and equivalents	537,001			1,632,980
Ending balance of cash and equivalents	$	1,541,335		$	484,368
Supplemental disclosures:
Cash interest payments	$	126,862		$	108,546
Cash income tax payments (including $41 million and $85 million for the nine month periods ended September 28, 2012 and September 30, 2011, respectively, related to the gain on sale of discontinued operations - refer to Note 3)	$	226,185		$	367,890

See the accompanying Notes to the Consolidated Condensed Financial Statements.

5

DANAHER CORPORATION

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, 2011 and the Notes thereto included in the Company’s 2011 Annual Report on Form 10-K.

In the opinion of the registrant, 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 28, 2012 and December 31, 2011, and its results of operations for the three and nine months ended September 28, 2012 and September 30, 2011 and its cash flows for the nine months then ended. Refer to Note 3 for a discussion of the impact on the financial statement presentation resulting from the Company’s sale of its Pacific Scientific Aerospace (“PSA”), Accu-Sort (“ASI”) and Kollmorgen Electro-Optical (“KEO”) businesses.

Other Comprehensive Income - The components of other comprehensive income presented on a pre-tax basis and the associated income tax impact for the three and nine month periods ended September 28, 2012 and September 30, 2011 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 postretirement plan benefits			Unrealized gain (loss) on available-for- sale securities			Total other comprehensive income (loss)
For the Three Months Ended September 28, 2012:
Before income tax amount	$	193.5		$	12.7		$	37.2		$	243.4
Income tax expense	—			(4.6		)	(14.0		)	(18.6		)
Net of income tax amount	$	193.5		$	8.1		$	23.2		$	224.8
For the Three Months Ended September 30, 2011:
Before income tax amount	$	(490.9	)	$	7.5		$	(95.1	)	$	(578.5	)
Income tax (expense) benefit	—			(2.6		)	33.2			30.6
Net of income tax amount	$	(490.9	)	$	4.9		$	(61.9	)	$	(547.9	)
For the Nine Months Ended September 28, 2012:
Before income tax amount	$	93.4		$	33.0		$	115.9		$	242.3
Income tax expense	—			(12.0		)	(43.5		)	(55.5		)
Net of income tax amount	$	93.4		$	21.0		$	72.4		$	186.8
For the Nine Months Ended September 30, 2011:
Before income tax amount	$	(125.2	)	$	22.3		$	(54.0	)	$	(156.9	)
Income tax (expense) benefit	—			(7.9		)	18.9			11.0
Net of income tax amount	$	(125.2	)	$	14.4		$	(35.1	)	$	(145.9	)

6

NOTE 2. ACQUISITIONS

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 process by which the Company acquired the business; 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 2012 and 2011 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 financial statements was required.

The following briefly describes the Company’s acquisition activity for the nine months ended September 28, 2012. For a description of the Company’s acquisition activity for the year ended December 31, 2011, reference is made to Note 2 of the financial statements as of and for the year ended December 31, 2011 and the Notes thereto included in the Company’s 2011 Annual Report on Form 10-K.

During the first nine months of 2012, the Company acquired ten businesses for total consideration of $973 million in cash, net of cash acquired. The businesses acquired manufacture and distribute products and/or provide services that complement existing units of the Industrial Technologies, Life Sciences & Diagnostics, Environmental, Dental and Test & Measurement segments. The aggregate annual sales of the ten businesses acquired at the time of their respective acquisitions, in each case based on the acquired company’s revenues for its last completed fiscal year prior to the acquisition, was $405 million. The Company preliminarily recorded an aggregate of $566 million of goodwill related to these acquisitions.

The following table 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 28, 2012 ($ in millions):

	Total
Accounts receivable	$	63.5
Inventories	36.2
Property, plant and equipment	11.8
Goodwill	566.0
Other intangible assets, primarily trade names, customer relationships and patents	446.3
In-process research and development	58.1
Accounts payable	(28.8		)
Other assets and liabilities, net	(180.3		)
Net cash consideration	$	972.8

7

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the 2012 and 2011 acquisitions as if they had occurred as of January 1, 2011. 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 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
Sales	$	4,416.0	$	4,565.8	$	13,440.1	$	13,567.1
Net earnings from continuing operations	547.8		588.8		1,672.8		1,453.3
Diluted earnings per share from continuing operations	$	0.77	$	0.83	$	2.35	$	2.06

NOTE 3. DISCONTINUED OPERATIONS

In January 2012, the Company completed the sale of its ASI business for a sale price of $132 million in cash. In addition, in February 2012, the Company completed the sale of its KEO business for a sale price of $205 million in cash. These businesses were part of the Industrial Technologies segment. ASI supplies bar code scanning and dimensional measurement systems and KEO designs, develops, manufactures and integrates highly engineered, stabilized electro-optical/ISR systems that integrate into submarines, surface ships, and combat and ground vehicles. The businesses had combined annual revenues of $275 million in 2011. The Company recorded an aggregate after-tax gain on the sale of these businesses of $94 million or $0.13 per diluted share in its first quarter 2012 results in connection with the closing of these transactions.

In April 2011, the Company completed the divestiture of its PSA business for a sale price of $680 million in cash. This business, which was also part of the Industrial Technologies segment and supplies safety, security and electric power components to commercial and military aerospace markets globally, had annual revenues of $377 million in 2010. The Company recorded an after-tax gain on the sale of PSA of $202 million or $0.29 per diluted share in its second quarter 2011 results in connection with the closing of the transaction.

The Company has reported the PSA, ASI and KEO businesses as discontinued operations in its consolidated financial statements. Accordingly, the results of operations for all periods presented reflect these businesses as discontinued operations and the assets and liabilities of these businesses have been classified as held for sale for all periods presented. The Company allocated a portion of the consolidated interest expense to discontinued operations based on the ratio of the discontinued businesses’ net assets to the Company’s consolidated net assets.

The key components of income from discontinued operations were as follows ($ in millions):

	Three Months Ended					Nine Months Ended
	September 28, 2012		September 30, 2011			September 28, 2012			September 30, 2011
Net sales	$	—	$	72.3		$	9.9		$	312.2
Operating expenses	—		(59.3		)	(11.2		)	(266.3		)
Allocated interest expense	—		(0.4		)	—			(1.6		)
Earnings (loss) before income taxes	—		12.6			(1.3		)	44.3
Income tax (expense) benefit	—		(4.6		)	0.5			(16.2		)
Earnings (loss) from discontinued operations	—		8.0			(0.8		)	28.1
Gain on sale, net of $55 million and $126 million of related income taxes for the nine month periods ended September 28, 2012 and September 30, 2011, respectively	—		—			93.7			201.7
Earnings from discontinued operations, net of income taxes	$	—	$	8.0		$	92.9		$	229.8

8

As of December 31, 2011, the aggregate components of assets and liabilities classified as held-for-sale and included in other current assets and other current liabilities consisted of the following ($ in millions):

Accounts receivable, net	$	82.7
Inventories	10.5
Prepaid expenses and other	9.3
Property, plant and equipment, net	31.5
Goodwill and other intangibles, net	104.0
Total assets	$	238.0
Accounts payable	$	32.7
Accrued expenses and other	47.8
Total liabilities	$	80.5

NOTE 4. GOODWILL

The following table shows the rollforward of goodwill reflected in the financial statements resulting from the Company’s activities during the nine months ended September 28, 2012 ($ in millions):

Balance, December 31, 2011	$	14,474.3
Attributable to 2012 acquisitions	566.0
Foreign currency translation & other	16.3
Balance, September 28, 2012	15,056.6

The carrying value of goodwill by segment as of September 28, 2012 and December 31, 2011 is summarized as follows ($ in millions):

Segment	September 28, 2012		December 31, 2011
Test & Measurement	$	3,220.7	$	3,038.0
Environmental	1,476.0		1,449.2
Life Sciences & Diagnostics	5,859.5		5,842.0
Dental	2,134.6		2,122.1
Industrial Technologies	2,365.8		2,023.0
	$	15,056.6	$	14,474.3

Goodwill arises from the purchase price for acquired businesses exceeding the fair value of tangible and intangible assets acquired less assumed liabilities and non-controlling interests. Management assesses the goodwill of each of its reporting units for impairment at least annually at the beginning of the fourth quarter and as “triggering” events occur that indicate that it is more likely than not that an impairment exists. The Company’s most recent annual impairment test was performed as of the first day of the Company’s fiscal fourth quarter of 2011 and no impairment was identified. Reporting units resulting from recent acquisitions generally present the highest risk of impairment. Management believes the impairment risk associated with these reporting units typically decreases as such businesses are integrated into the Company and positioned for improved future earnings growth. In measuring the fair value of its reporting units, management relies on a number of factors including operating results, business plans, economic projections, anticipated future cash flows and transactions and market place data. The factors used by management in its impairment analysis are inherently subject to uncertainty. While the Company believes it has made reasonable estimates and assumptions to calculate the fair value of its reporting units, if actual results are not consistent with management’s estimates and assumptions, goodwill may be overstated and a charge would need to be taken against net earnings.

9

NOTE 5. 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 as of September 28, 2012 and December 31, 2011 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 28, 2012:
Assets:
Available-for-sale securities	$	402.9	—		—	$	402.9
Liabilities:
Deferred compensation plans	—		$	63.4	—	63.4
Currency swap agreement	—		42.4		—	42.4
December 31, 2011:
Assets:
Available-for-sale securities	287.0		—		—	287.0
Liabilities:
Deferred compensation plans	—		58.2		—	58.2
Currency swap agreement	—		53.9		—	53.9

Available-for-sale securities are measured at fair value using quoted market prices in an active market and 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 this plan are unfunded, unsecured obligations of the Company and are presented as a component of the Company’s compensation and benefits accrual included in accrued expenses 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.

In connection with the acquisition of Beckman Coulter in June 2011, the Company acquired an existing currency swap agreement. The agreement requires the Company to purchase approximately 184 million Japanese Yen (JPY/¥) at a rate of $1/¥102.25 on a monthly basis through June 1, 2018. As of September 28, 2012, the aggregate Japanese Yen purchase commitment was approximately ¥12.5 billion (approximately $160 million based on exchange rates as of September 28, 2012). The currency swap does not qualify for hedge accounting, and as a result changes in the fair value of the currency swap are reflected in selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings each reporting period. During the three and nine months ended September 28, 2012, the Company recorded a pre-tax charge of approximately $2 million and pre-tax income of approximately $6 million, respectively, related to changes in the fair value of this currency swap. During the three and nine months ended September 30, 2011, the Company recorded a pre-tax charge of approximately $7 million related to changes in the fair value of this currency swap. The fair value of the currency swap is

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included in other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. Since there is not an active market for the currency swap, the Company obtains a market quote based on observable inputs, including foreign currency exchange market data, from the swap counterparties to adjust the currency swap to fair value each quarter.

Fair Value of Financial Instruments

In addition to the fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require interim disclosures regarding the fair value of all of the Company’s financial instruments. The methods and significant assumptions used to estimate the fair value of financial instruments and any changes in methods or significant assumptions from prior periods are also required to be disclosed.

The fair values and carrying amounts of financial instruments as of September 28, 2012 and December 31, 2011 were as follows ($ in millions):

	September 28, 2012				December 31, 2011
	Carrying Amount		Fair Value (1)		Carrying Amount		Fair Value
Assets:
Available-for-sale securities	$	402.9	$	402.9	$	287.0	$	287.0
Liabilities:
Short-term borrowings	55.1		55.1		98.4		98.4
Long-term borrowings	4,659.1		5,320.9		5,206.8		5,790.1
Currency swap agreement	42.4		42.4		53.9		53.9

(1) Effective January 1, 2012, the Company is required to disclose, on a prospective basis, the level within the fair value hierarchy at which the fair values of the financial instruments are categorized. As of September 28, 2012, available-for-sale securities and short and long-term borrowings were categorized as level 1, while the currency swap agreement was categorized as level 2.

The fair values of available-for-sale securities and long-term borrowings were computed based on quoted market prices. The differences 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”)) are attributable to changes in 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 available-for-sale securities represent the Company’s investment in marketable securities that are accounted for at fair value. The currency swap agreement is accounted for at fair value based on a market quote obtained from the swap counterparties on a quarterly basis. The fair values of short-term borrowings, as well as, cash and cash equivalents, trade accounts receivable, net, and trade accounts payable approximate the carrying amounts due to the short-term maturities of these instruments.

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NOTE 6. FINANCING TRANSACTIONS

As of September 28, 2012, the Company was in compliance with all of its debt covenants. The components of the Company’s debt as of September 28, 2012 and December 31, 2011 were as follows ($ in millions):

	September 28, 2012		December 31, 2011
U.S. dollar-denominated commercial paper	$	537.5	$	977.3
4.5% guaranteed Eurobond notes due 2013 (€500 million)	642.4		647.3
Floating rate senior notes due 2013	300.0		300.0
1.3% senior notes due 2014	400.0		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	292.7		379.6
Other	191.6		251.0
Subtotal	4,714.2		5,305.2
Less – currently payable	55.1		98.4
Long-term debt	$	4,659.1	$	5,206.8

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, 2011 included in the Company’s 2011 Annual Report on Form 10-K.

During the nine months ended September 28, 2012, holders of certain of the Company’s LYONs converted such LYONs into an aggregate of approximately 3.3 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 $28 million was transferred to additional paid-in capital as a result of the conversions.

The Company primarily satisfies any short-term liquidity needs that are not met through operating cash flow and available cash through issuances of commercial paper under its U.S. and Euro commercial paper programs. As of September 28, 2012, borrowings outstanding under the Company’s U.S. commercial paper program had a weighted average interest rate of 0.2% and a weighted average maturity of approximately twenty days. There was no commercial paper outstanding under the Euro commercial paper program as of September 28, 2012. The Company classified its borrowings outstanding under the commercial paper programs as of September 28, 2012, as well as its floating rate senior notes due in June 2013 and its Eurobond notes due in July 2013, 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 28, 2012, 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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NOTE 7. DEFINED BENEFIT PLANS

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

U.S. Pension Benefits
	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Service cost	$	1.3		$	5.7		$	4.3		$	8.9
Interest cost	26.0			28.1			75.8			62.7
Expected return on plan assets	(32.8		)	(34.9		)	(97.2		)	(79.7		)
Amortization of actuarial loss	12.7			7.3			31.7			21.9
Net periodic cost	$	7.2		$	6.2		$	14.6		$	13.8

Non-U.S. Pension Benefits
	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Service cost	$	5.9		$	5.5		$	17.5		$	11.9
Interest cost	10.7			11.7			32.2			28.1
Expected return on plan assets	(8.1		)	(8.5		)	(24.4		)	(18.9		)
Amortization of actuarial loss	1.1			0.8			3.4			2.4
Amortization of prior service costs	(0.1		)	(0.1		)	(0.3		)	(0.2		)
Settlement losses (gains) recognized	—			—			0.9			(0.3		)
Net periodic cost	$	9.5		$	9.4		$	29.3		$	23.0

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 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Service cost	$	0.3		$	0.5		$	1.3		$	1.1
Interest cost	2.4			3.1			7.8			6.1
Amortization of prior service credits	(1.4		)	(1.6		)	(4.2		)	(4.4		)
Amortization of actuarial loss	0.4			1.1			2.4			2.9
Net periodic cost	$	1.7		$	3.1		$	7.3		$	5.7

Employer Contributions

During 2012, the Company’s cash contribution requirements for its U.S. defined benefit pension plan are not expected to be significant. The Company’s cash contribution requirements for its non-U.S. defined benefit pension plans are expected to be approximately $50 million, although the ultimate amounts to be contributed to the U.S. and non-U.S. plans 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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NOTE 8. STOCK TRANSACTIONS AND STOCK-BASED COMPENSATION

In May 2012, the Company's shareholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 1 billion shares to 2 billion shares, $0.01 par value per share, which was filed and became effective on May 10, 2012.

On May 11, 2010, the Company's Board of Directors (the "Board") authorized 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 Company's repurchase program. The timing and amount of any shares repurchased 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.

Pursuant to the stock repurchase program, during the three months ended September 28, 2012, the Company repurchased approximately 5 million shares of Company common stock in open market transactions at a cost of $258 million. At September 28, 2012, the Company had approximately 15 million shares remaining for stock repurchases under the existing Board authorization.

The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted, including stock options, restricted stock units (“RSUs”) and restricted shares, based on the fair value of the award as of the grant date. The Company recognizes the compensation expense over the requisite service period, which is generally the vesting period. The fair value for RSU and restricted stock awards is calculated using the closing price of the Company’s common stock on the date of grant. The fair value of the options granted is calculated using a Black-Scholes Merton option pricing model (“Black-Scholes”).

For a full description of the Company’s stock-based compensation, reference is made to Note 17 of the Company’s financial statements as of and for the year ended December 31, 2011 included in the Company’s 2011 Annual Report on Form 10-K. As of September 28, 2012, approximately 16 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 model to value options granted during the nine months ended September 28, 2012:

Risk-free interest rate	0.7 – 1.7%
Weighted average volatility	30.4%
Dividend yield	0.2%
Expected years until exercise	6.0 to 8.5

The Black-Scholes model incorporates assumptions to value stock-based awards. The risk-free rate of interest for periods within the contractual life of the option is based on a zero-coupon U.S. government instrument whose maturity period equals or approximates the option’s expected term. Expected volatility is based on implied volatility from traded options on the Company’s stock and historical volatility of the Company’s stock. The dividend yield is calculated by dividing the Company’s annual dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date. To estimate the option exercise timing to be used in the valuation model, in addition to considering the vesting period and contractual term of the option, the Company analyzes and considers actual historical exercise data for previously granted options. The Company stratifies its employee population into multiple groups for option valuation and attribution purposes based upon distinctive patterns of forfeiture rates and option holding periods.

The amount of stock-based compensation expense recognized during a period is also based on the portion of the awards that are ultimately expected to vest. The Company estimates pre-vesting forfeitures at the time of grant by analyzing historical data and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. Ultimately, the total expense recognized over the vesting period will equal the fair value of awards as of the grant date that actually vest.

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

	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
RSUs and restricted shares:
Pre-tax compensation expense	$	16.0		$	13.6		$	43.2		$	34.0
Income tax benefit	(4.9		)	(5.1		)	(14.1		)	(12.7		)
RSU and restricted share expense, net of income taxes	$	11.1		$	8.5		$	29.1		$	21.3
Stock options:
Pre-tax compensation expense	$	13.0		$	12.1		$	36.2		$	37.6
Income tax benefit	(4.0		)	(3.6		)	(11.0		)	(10.9		)
Stock option expense, net of income taxes	$	9.0		$	8.5		$	25.2		$	26.7
Total stock-based compensation expense:
Pre-tax compensation expense	$	29.0		$	25.7		$	79.4		$	71.6
Income tax benefit	(8.9		)	(8.7		)	(25.1		)	(23.6		)
Total stock-based compensation expense, net of income taxes	$	20.1		$	17.0		$	54.3		$	48.0

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 28, 2012, $145 million of total unrecognized compensation cost related to RSUs and restricted shares is expected to be recognized over a weighted average period of approximately two years. As of September 28, 2012, $141 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately two years. Both amounts will be adjusted for any future changes in estimated forfeitures.

Option activity under the Company’s stock plans during the nine months ended September 28, 2012 was as follows (in thousands; 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, 2011	32,454		$	32.98
Granted	3,939		$	52.20
Exercised	(5,903	)	$	25.32
Cancelled / forfeited	(979	)	$	39.86
Outstanding as of September 28, 2012	29,511		$	36.85	6	$	540,044
Vested and Expected to Vest as of September 28, 2012 (1)	28,656		$	36.56	6	$	532,836
Exercisable as of September 28, 2012	16,745		$	31.81	4	$	390,864

(1) The “Expected to Vest” options are the net unvested options that remain after applying the pre-vesting 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 2012 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 28, 2012. The amount of aggregate intrinsic value will change based on the price of the Company’s common stock.

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The aggregate intrinsic value of options exercised during the nine months ended September 28, 2012 and September 30, 2011 was $161 million and $73 million, respectively. Exercise of options during the first nine months of 2012 and 2011 resulted in cash receipts of $146 million and $76 million, respectively. The Company realized a tax benefit of approximately $10 million and $54 million in the three and nine months ended September 28, 2012, respectively, 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. Excess tax benefits related to all equity awards are reflected as financing cash inflows in the accompanying Consolidated Condensed Statements of Cash Flows.

The following table summarizes information on unvested RSUs and restricted shares activity during the nine months ended September 28, 2012:

	Number of RSUs / Restricted Shares (in thousands)		Weighted-Average Grant-Date  Fair Value
Unvested as of December 31, 2011	5,979		$	37.72
Granted	1,639		$	52.15
Vested	(1,553	)	$	33.26
Forfeited	(393	)	$	39.45
Unvested as of September 28, 2012	5,672		$	42.99

The Company realized a tax benefit of approximately $6 million and $28 million in the three and nine months ended September 28, 2012, respectively, related to the vesting of RSUs. The excess tax benefits attributable to RSUs and restricted stock have been recorded as an increase to additional paid-in capital.

In connection with the exercise of certain stock options and the vesting of RSUs and restricted shares previously issued by the Company, a number of shares sufficient to fund 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 2012, approximately 1 million shares with an aggregate value of approximately $62 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. RESTRUCTURING AND OTHER RELATED CHARGES

During 2011, the Company recorded pre-tax restructuring and other related charges totaling $179 million. These costs were incurred to position the Company to provide superior products and services to its customers in a cost efficient manner, and in light of the uncertain macro-economic environment. For a full description of the Company’s restructuring activities, reference is made to Note 18 of the Company’s financial statements as of and for the year ended December 31, 2011 included in the Company’s 2011 Annual Report on Form 10-K.

Substantially all restructuring activities initiated in 2011 were completed by December 31, 2011. The Company expects substantially all cash payments associated with remaining termination benefits will be paid during 2012. The table below summarizes the accrual balance and utilization by type of restructuring cost associated with the 2011 actions ($ in millions):

	Balance as of		Paid/			Balance as of
	December 31, 2011		Settled			September 28, 2012
Restructuring Charges:
Employee severance and related	$	116.7	$	(96.0	)	$	20.7
Facility exit and related	7.5		(5.8		)	1.7
	$	124.2	$	(101.8	)	$	22.4

NOTE 10. CONTINGENCIES

For a description of the Company’s litigation and contingencies, reference is made to Note 14 of the Company’s financial statements as of and for the year ended December 31, 2011 included in the Company’s 2011 Annual Report on Form 10-K.

The Company generally accrues estimated warranty costs at the time of sale. In general, manufactured products are warranted

16

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.

In certain cases, the Company will sell extended warranty or maintenance agreements. The proceeds from these agreements is deferred and recognized as revenue over the term of the agreement.

The following is a rollforward of the Company’s accrued warranty liability for the nine months ended September 28, 2012 ($ in millions):

Balance, December 31, 2011	$	136.9
Accruals for warranties issued during the period	93.3
Settlements made	(98.3		)
Additions due to acquisitions	2.2
Effect of foreign currency translation	0.1
Balance, September 28, 2012	$	134.2

NOTE 11. NET EARNINGS PER SHARE FROM CONTINUING OPERATIONS

Basic net earnings per share (“EPS”) from continuing operations is calculated by dividing net earnings from continuing operations by the weighted-average number of common shares outstanding for the applicable period. Diluted net EPS from continuing operations 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 28, 2012, approximately 2 million options to purchase shares were not included in the diluted earnings per share calculation as the impact of their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2011, approximately 3 million and 2 million options to purchase shares, respectively, 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 from continuing operations per share of common stock is summarized as follows ($ and shares in millions, except per share amounts):

	Net Earnings From Continuing Operations (Numerator)		Shares (Denominator)	Per Share Amount
For the Three Months Ended September 28, 2012:
Basic EPS	$	548.7	695.2	$	0.79
Adjustment for interest on convertible debentures	1.4		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.4
Incremental shares from assumed conversion of the convertible debentures	—		10.3
Diluted EPS	$	550.1	713.9	$	0.77
For the Three Months Ended September 30, 2011:
Basic EPS	$	515.4	687.3	$	0.75
Adjustment for interest on convertible debentures	1.6		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		9.4
Incremental shares from assumed conversion of the convertible debentures	—		13.7
Diluted EPS	$	517.0	710.4	$	0.73

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	Net Earnings From Continuing Operations (Numerator)		Shares (Denominator)	Per Share Amount
For the Nine Months Ended September 28, 2012:
Basic EPS	$	1,668.9	694.1	$	2.40
Adjustment for interest on convertible debentures	4.4		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		9.9
Incremental shares from assumed conversion of the convertible debentures	—		10.3
Diluted EPS	$	1,673.3	714.3	$	2.34
For the Nine Months Ended September 30, 2011:
Basic EPS	$	1,371.7	672.0	$	2.04
Adjustment for interest on convertible debentures	5.4		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		12.1
Incremental shares from assumed conversion of the convertible debentures	—		13.7
Diluted EPS	$	1,377.1	697.8	$	1.97

NOTE 12. 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. The Company’s equity in earnings of the Apex joint venture is shown separately in the Company’s segment disclosures. There has been no material change in total assets or liabilities by segment since December 31, 2011, except for the sale of the ASI and KEO businesses from the Industrial Technologies segment in January and February 2012, respectively.

Segment results are shown below ($ in millions):

Sales
	Three Months Ended				Nine Months Ended
	September 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
Test & Measurement	$	814.5	$	856.7	$	2,517.3	$	2,535.4
Environmental	754.4		734.6		2,212.9		2,133.2
Life Sciences & Diagnostics	1,518.1		1,567.4		4,647.4		2,898.8
Dental	488.9		492.6		1,452.4		1,460.8
Industrial Technologies	839.6		794.5		2,455.2		2,345.7
	$	4,415.5	$	4,445.8	$	13,285.2	$	11,373.9

Operating Profit
	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Test & Measurement	$	163.6		$	205.2		$	539.4		$	567.6
Environmental	162.4			158.5			456.6			445.8
Life Sciences & Diagnostics	185.6			52.1			599.4			177.0
Dental	76.0			71.5			206.5			176.0
Industrial Technologies	183.5			174.3			531.6			514.5
Equity method earnings of Apex joint venture	18.5			16.0			50.9			44.9
Other	(33.8		)	(34.4		)	(82.4		)	(87.8		)
	$	755.8		$	643.2		$	2,302.0		$	1,838.0

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NOTE 13. SUBSEQUENT EVENT

In 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 owns a 50% interest in Apex. In October 2012, the Company and Cooper signed a definitive agreement to sell Apex for approximately $1.6 billion. The Company expects to realize after-tax net proceeds of approximately $650 million from the sale. The closing of the sale is subject to customary conditions, including regulatory approvals. The parties currently expect that the transaction will close in the first half of 2013.

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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, 2011 and Notes thereto, included in the Company’s 2011 Annual Report on Form 10-K, and the Company's Consolidated Condensed Financial Statements and related Notes included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 28, 2012.

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

Certain information included or incorporated by reference in this quarterly report, in other documents filed with or furnished by us to the Securities and Exchange Commission ("SEC"), in our press releases or in our other communications may be deemed to be “forward-looking statements” within the meaning of the 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 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 and related synergies, divestitures, securities offerings, stock repurchases and executive compensation; growth, declines and other trends in markets we sell into; the anticipated impact of adopting new accounting pronouncements; the anticipated outcome of outstanding claims, legal proceedings, tax audits and other contingent liabilities; foreign currency exchange rates and fluctuations in those rates; general economic conditions; 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,” “expects,” “estimates,” “projects,” “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 those envisaged by such 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:

• Deterioration of, or instability in, the global economy and financial markets, including in Europe, may adversely affect our business and financial statements.

• The restructuring actions that we have taken to reduce costs could have long-term adverse effects on our business.

• Our growth could suffer if the markets into which we sell our products 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 market share and price reductions for our products.

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

• 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, including our continuing integration of Beckman Coulter, Inc. (“Beckman Coulter”) which we acquired in June 2011, could negatively impact our financial statements.

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

• Divestitures 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

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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 or laws 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 financial statements and reputation.

• 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 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 similar 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.

• Product defects and unanticipated use or inadequate disclosure with respect to our products could adversely affect our business, reputation and financial statements.

• 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 condition.

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

• We may incur higher costs to produce our products if commodity prices rise.

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

• If we cannot adjust our manufacturing capacity to reflect the demand for our products, our profitability may suffer.

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

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

• International economic, political, legal and business factors could negatively affect our financial statements.

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

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

• We own a 50% interest in but do not control the Apex Tool Group joint venture, and as a result we may not be able to direct management of the joint venture in a manner that we believe is in Danaher’s best interests.

See Part I – Item 1A of the Company’s 2011 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 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.

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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 in most of the Company’s served markets, the expansion of opportunities in emerging markets, trends toward increased utilization of the global labor force and consolidation of the Company’s competitors. 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 product segments, identify, consummate and integrate appropriate acquisitions, develop innovative new products and services with higher gross profit margins, expand and improve the effectiveness of the Company’s sales force and continue to reduce costs and improve operating efficiency and quality. 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 emerging markets such as China, India, Brazil and the Middle East) in order to be responsive to the Company’s customers throughout the world and improve the efficiency of the Company’s operations.

Business Performance and Outlook

While differences exist among the Company’s businesses, on an overall basis, demand for the Company’s products and services resulted in aggregate year-over-year sales growth from existing businesses during the third quarter of 2012 driven by the Company’s previous and continuing investments in sales growth initiatives and the other business-specific factors discussed below. The overall year-over-year decline in reported sales is largely due to the impact of currency translation. Geographically, year-over-year sales growth rates during the third quarter of 2012 were led primarily by the emerging markets, primarily China, Latin America and the Middle East. Sales in the United States were down slightly and sales in Western Europe contracted at a mid-single digit rate during the quarter. In light of the uncertainties in the macro-economic environment and consistent with the Company's approach of positioning itself to provide superior products and services to its customers in a cost efficient manner, on July 18, 2012, Danaher's Board of Directors committed to a plan to implement cost reductions in the Company's businesses. The plan, which is expected to be substantially completed by December 31, 2012, is expected to result in pre-tax charges of approximately $120 million, the majority of which are expected to be incurred in the fourth quarter of 2012. The charges, all of which are expected to result in cash expenditure, are expected to include both employee-related costs as well as other termination and exit costs.

The acquisition of Beckman Coulter in June 2011 provides additional sales and earnings growth opportunities for the Company’s Life Sciences & Diagnostics segment by expanding the businesses’ geographic and product line breadth, including new and complementary product and service offerings in the areas of clinical diagnostics and life sciences research, and through the potential acquisition of complementary businesses. As Beckman Coulter continues to be integrated into the Company, the Company is also realizing significant cost synergies through the application of the Danaher Business System and the combined purchasing power of the Company and Beckman Coulter. For a discussion of the acquisition’s impact on the Company and segment results, refer to the “Results of Operations” section of this MD&A.

Acquisitions and Divestitures

During the first nine months of 2012, the Company acquired ten businesses for total consideration of $973 million in cash, net of cash acquired. The businesses acquired manufacture and distribute products and/or provide services that complement existing units of the Industrial Technologies, Life Sciences & Diagnostics, Environmental, Dental and Test & Measurement segments. The aggregate annual sales of the ten businesses acquired at the time of their respective acquisitions, in each case based on the acquired company’s revenues for its last completed fiscal year prior to the acquisition, were $405 million.

In January 2012, the Company completed the sale of its integrated scanning system business (the Accu-Sort (“ASI”) business) for a sale price of $132 million in cash. In addition, in February 2012, the Company completed the sale of its Kollmorgen Electro-Optical (“KEO”) business for a sale price of $205 million in cash. These businesses were part of the Industrial Technologies segment. ASI supplies bar code scanning and dimensional measurement systems and KEO designs, develops, manufactures and integrates highly engineered, stabilized electro-optical/ISR systems that integrate into submarines, surface ships, and combat and ground vehicles. The businesses had combined annual revenues of $275 million in 2011. The Company recorded an aggregate after-tax gain on the sale of these businesses of $94 million or $0.13 per diluted share in its first quarter 2012 results in connection with the closing of these transactions.

The Company has reported the ASI and KEO businesses, along with the Pacific Scientific Aerospace ("PSA") business which was sold in April 2011, as discontinued operations in its consolidated financial statements. Accordingly, the results of operations for all periods presented have been reclassified to reflect these businesses as discontinued operations and the assets

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and liabilities of these businesses have been reclassified as held for sale for all periods presented.

Pending Sale of Investment in Joint Venture

In 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 owns a 50% interest in Apex. In October 2012, the Company and Cooper signed a definitive agreement to sell Apex for approximately $1.6 billion. The Company expects to realize after-tax net proceeds of approximately $650 million from the sale. The closing of the sale is subject to customary conditions, including regulatory approvals. The parties currently expect that the transaction will close in the first half of 2013.

Currency Exchange Rates

On average, the U.S. dollar was stronger against other major currencies during the three and nine month periods ended September 28, 2012 as compared to the comparable periods of 2011. As a result, currency exchange rates negatively impacted reported sales for the three and nine month periods by approximately 3.0% and 2.5%, respectively, as compared to the comparable periods of 2011. If the currency exchange rates in effect as of September 28, 2012 were to prevail throughout the remainder of 2012, currency exchange rates would result in the reduction of the Company’s estimated 2012 revenues by approximately 2.0% on a year-over-year basis. Further strengthening of the U.S. dollar against other major currencies would further adversely impact the Company's sales for the remainder of the year. Weakening of the U.S. dollar against other major currencies would positively impact the Company’s sales on an overall basis.

RESULTS OF OPERATIONS

Consolidated sales for the three months ended September 28, 2012 declined 0.5% compared to the three months ended September 30, 2011. Sales from existing businesses contributed 1.0% growth and sales from acquired businesses contributed 1.5% growth on a year-over-year basis. Currency translation reduced reported sales by 3.0% on a year-over-year basis.

Consolidated sales for the nine months ended September 28, 2012 increased 17.0% compared to the nine months ended September 30, 2011. Sales from existing businesses contributed 2.0% growth and sales from acquired businesses contributed 17.5% growth on a year-over-year basis. Currency translation reduced reported sales by 2.5% 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 impact from the divestiture of a product line, the sales from which (prior to the divestiture) were included in sales from acquired businesses. 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 comparisons of our revenue performance with 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 related items because the nature, size and number of acquisitions 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.

Operating profit margins were 17.1% for the three months ended September 28, 2012 compared to 14.5% in the comparable period of 2011. Year-over-year operating profit margin comparisons benefited 100 basis points from the favorable impact of incremental year-over-year cost savings associated with continuing productivity improvement initiatives including the restructuring actions taken in the fourth quarter of 2011, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments. In addition, acquisition related charges recorded in 2011 associated with the Beckman Coulter acquisition, including transaction costs, change in control charges and fair value adjustments to inventory and deferred revenue balances favorably impacted year-over-year operating profit margin comparisons by 210 basis points. The dilutive effect of acquisitions adversely impacted operating profit margin comparisons by 50 basis points and partially offset these positive factors.

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Operating profit margins were 17.3% for the nine months ended September 28, 2012 compared to 16.2% in the comparable period of 2011. Year-over-year operating profit margin comparisons benefited 90 basis points from the favorable impact of higher sales volumes and incremental year-over-year cost savings associated with continuing productivity improvement initiatives including the restructuring actions taken in the fourth quarter of 2011, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments. In addition, acquisition related charges recorded in 2011 associated with the Beckman Coulter acquisition, including transaction costs, change in control charges and fair value adjustments to acquisition related inventory and deferred revenue balances favorably impacted year-over-year operating profit margin comparisons by 125 basis points. During the nine months ended September 28, 2012, the Company also recognized a gain relating to the resolution of contingencies with respect to a prior disposition of assets which favorably impacted operating profit margin comparisons by 10 basis points. The dilutive effect of acquisitions adversely impacted operating profit margin comparisons by 115 basis points and partially offset these positive factors.

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 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
Test & Measurement	$	814.5	$	856.7	$	2,517.3	$	2,535.4
Environmental	754.4		734.6		2,212.9		2,133.2
Life Sciences & Diagnostics	1,518.1		1,567.4		4,647.4		2,898.8
Dental	488.9		492.6		1,452.4		1,460.8
Industrial Technologies	839.6		794.5		2,455.2		2,345.7
Total	$	4,415.5	$	4,445.8	$	13,285.2	$	11,373.9

TEST & MEASUREMENT

The Company’s Test & Measurement segment is a leading global provider of electronic measurement instruments and monitoring, management and optimization tools for communications and enterprise networks and related services. The segment’s products are used in the design, development, manufacture, installation, deployment and operation of electronics equipment and communications networks and services. Customers for these products and services include manufacturers of electronic instruments; service, installation and maintenance professionals; manufacturers who design, develop, manufacture and install 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 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Sales	$	814.5		$	856.7		$	2,517.3		$	2,535.4
Operating profit	163.6			205.2			539.4			567.6
Depreciation and amortization	33.9			31.8			97.3			94.9
Operating profit as a % of sales	20.1		%	24.0		%	21.4		%	22.4		%
Depreciation and amortization as a % of sales	4.2		%	3.7		%	3.9		%	3.7		%

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Components of Sales Change	% Change Three Months Ended September 28, 2012 vs. Comparable 2011 Period		% Change Nine Months Ended September 28, 2012 vs. Comparable 2011 Period
Existing businesses	(6.5	)%	(1.0	)%
Acquisitions	3.0	%	2.0	%
Currency exchange rates	(1.5	)%	(1.5	)%
Total	(5.0	)%	(0.5	)%

Year-over-year price increases in the segment had a negligible impact on sales during the three and nine month periods ended September 28, 2012.

Sales in the segment’s instrument businesses declined at a low-double digit rate during the three months ended September 28, 2012 and declined at a high-single digit rate during the nine month period, in each case as compared to the comparable period of 2011, as lower demand for most product categories more than offset modest sales increases of service solutions. Instrument demand was weak in all major geographies.

Sales in the segment’s communications businesses grew at a mid-single digit rate during the three month period and grew at a low-double digit rate during the nine month period, in each case on a year-over-year basis, primarily in North America and due largely to strong demand for network management solutions and, to a lesser extent, core network enterprise solutions. Robust global demand for network security and analysis solutions during the nine month period also contributed to sales growth. Sales of existing communications business' products and services are expected to decline on a year-over-year basis for the fourth quarter of 2012 in large part due to a difficult prior year comparison.

Operating profit margins declined 390 basis points during the three months ended September 28, 2012 as compared to the comparable period of 2011. Year-over-year operating profit margin comparisons were adversely impacted by 320 basis points as lower instrument sales volumes more than offset the favorable impacts of increased sales volumes of higher operating profit margin communication business products and incremental year-over-year cost savings associated with continuing productivity improvement initiatives, including the restructuring actions taken in the fourth quarter of 2011. Incremental year-over-year costs associated with various sales, marketing and product development growth investments also adversely impacted year-over-year operating profit margin comparisons. The dilutive effect of acquired businesses adversely impacted year-over-year operating profit margin comparisons by 70 basis points.

Operating profit margins declined 100 basis points during the nine months ended September 28, 2012 as compared to the comparable period of 2011. Year-over-year operating profit margin comparisons were adversely impacted by 80 basis points as lower instrument sales volumes more than offset the favorable impacts of increased sales volumes of higher operating profit margin communication business products and incremental year-over-year cost savings associated with continuing productivity improvement initiatives, including the restructuring actions taken in the fourth quarter of 2011. Incremental year-over-year costs associated with various sales, marketing and product development growth investments also adversely impacted year-over-year operating profit margin comparisons. The dilutive effect of acquired businesses adversely impacted year-over-year operating profit margin comparisons by 20 basis points.

ENVIRONMENTAL

The Company’s Environmental segment provides products that help protect water supply and air quality and serves two primary markets: water quality and retail/commercial petroleum. The Company’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, potable and waste water in residential, commercial, industrial and natural resource applications. The Company’s retail/commercial petroleum business is a leading worldwide provider of products and services for the retail/commercial petroleum market.

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Environmental Selected Financial Data ($ in millions):

	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Sales	$	754.4		$	734.6		$	2,212.9		$	2,133.2
Operating profit	162.4			158.5			456.6			445.8
Depreciation and amortization	12.4			11.5			35.7			34.2
Operating profit as a % of sales	21.5		%	21.6		%	20.6		%	20.9		%
Depreciation and amortization as a % of sales	1.6		%	1.6		%	1.6		%	1.6		%

Components of Sales Change	% Change Three Months Ended September 28, 2012 vs. Comparable 2011 Period		% Change Nine Months Ended September 28, 2012 vs. Comparable 2011 Period
Existing businesses	3.5	%	4.0	%
Acquisitions	2.5	%	2.0	%
Currency exchange rates	(3.5	)%	(2.5	)%
Total	2.5	%	3.5	%

Price increases in the segment contributed 1.5% to sales growth on a year-over-year basis during both the three and nine month periods 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 low-single digit rate during the three months ended September 28, 2012 and grew at a mid-single digit rate during the nine month period, in each case as compared to the comparable period of 2011. Sales growth in both periods was driven by increased demand for the businesses’ laboratory and process instruments and consumables in European municipal markets as well as North American industrial markets. Increased demand in China also contributed to sales growth during the three month period. Sales in the business’ chemical treatment solutions product line also grew on a year-over-year basis for both the three and nine month periods primarily due to the addition of new customers in the U.S. market, and to a lesser extent, continued international expansion. Sales in the business’ ultraviolet water disinfection product line declined during both the three and nine month periods on a year-over-year basis, due primarily to lower 2012 demand from municipal end markets.

Sales from existing businesses in the segment’s retail petroleum equipment businesses grew at a low-single digit rate during the three months ended September 28, 2012 and grew at a mid-single digit rate during the nine month period, in each case as compared to the comparable period of 2011. Increased demand for the business’ dispensing equipment and associated services primarily drove the year-over-year sales growth during both periods. Demand for most major product categories was strong in emerging markets. Sales growth during the third quarter of 2012 was adversely impacted by lower year-over-year sales of environmental monitoring solutions in large part due to a difficult prior year comparison.

Operating profit margins declined 10 basis points during the three months ended September 28, 2012 as compared to the comparable period of 2011. The dilutive effect of acquisitions adversely impacted year-over-year operating margin comparisons by 80 basis points. Year-over-year operating profit margin comparisons benefited 70 basis points from the favorable impact of higher sales volumes and incremental year-over-year cost savings associated with continuing productivity improvement initiatives, including the restructuring actions taken in the fourth quarter of 2011. Incremental year-over-year costs associated with various sales, marketing and product development growth investments partially offset these favorable impacts.

Operating profit margins declined 30 basis points during the nine months ended September 28, 2012 as compared to the comparable period of 2011. The dilutive effect of acquisitions adversely impacted year-over-year operating profit margin comparisons by 70 basis points. Year-over-year operating profit margin comparisons benefited 40 basis points from the favorable impact of higher sales volumes and incremental year-over-year cost savings associated with continuing productivity improvement initiatives, including the restructuring actions taken in the fourth quarter of 2011. Incremental year-over-year costs associated with various sales, marketing and product development growth investments partially offset these favorable impacts.

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LIFE SCIENCES & DIAGNOSTICS

The Company’s diagnostics businesses offer a broad range of analytical instruments, reagents, consumables, software and services that hospitals, reference laboratories, physician’s offices 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 gain a better understanding of complex biological processes. Pharmaceutical and biotechnology companies, universities, medical schools and research institutions use these tools to study 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 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Sales	$	1,518.1		$	1,567.4		$	4,647.4		$	2,898.8
Operating profit	185.6			52.1			599.4			177.0
Depreciation and amortization	117.4			123.4			354.5			179.2
Operating profit as a % of sales	12.2		%	3.3		%	12.9		%	6.1		%
Depreciation and amortization as a % of sales	7.7		%	7.9		%	7.6		%	6.2		%

Components of Sales Change	% Change Three Months Ended September 28, 2012 vs. Comparable 2011 Period		% Change Nine Months Ended September 28, 2012 vs. Comparable 2011 Period
Existing businesses	2.5	%	3.0	%
Acquisitions/divestitures	(2.5	)%	60.0	%
Currency exchange rates	(3.0	)%	(2.5	)%
Total	(3.0	)%	60.5	%

Year-over-year price increases in the segment had a negligible impact on sales during both the three and nine months ended September 28, 2012.

The significant growth related to acquisitions for the nine month period ended September 28, 2012 was primarily attributable to the acquisition of Beckman Coulter in June 2011. The decrease in sales associated with acquisitions for the three month period is a result of the divestiture of certain Beckman Coulter product lines, the sales from which (prior to the divestiture) were included in sales from acquired businesses. Given the insignificance of these product line sales to the segment's results of operations, prior year information was not restated to reflect these divestitures as discontinued operations.

Sales from existing businesses in the segment’s diagnostics business grew at a mid-single digit rate during both the three and nine months ended September 28, 2012 as compared to the comparable periods of 2011 due to increased demand in the clinical, acute care and pathology diagnostic businesses. Strong sales of consumables and automation hardware in the clinical diagnostic business in both the emerging markets and developed Asian economies more than offset weaker sales performance in North America and Europe. In the acute care diagnostic business, sales grew due to continued strong global consumable sales related to the business’ installed base of instrumentation as well as robust demand for compact blood gas analyzers. Increased demand for the business’ cardiac care instruments, particularly in China, also contributed to year-over-year sales growth in both periods. Increased demand, primarily in North America and emerging markets, for advanced staining consumables, and to a lesser extent histology systems, drove the majority of year-over-year sales growth in the pathology diagnostics business.

Sales from existing businesses in the segment’s life sciences businesses declined at a low-single digit rate during the three months ended September 28, 2012 and were essentially flat during the nine month period, in each case as compared to the comparable periods of 2011. The sales decline during the three month period was largely the result of lower year-over-year microscopy product sales due to soft demand in the industrial and medical end markets, primarily in North America and Europe. Sales of the business’ broad range of mass spectrometers grew on a year-over-year basis during both periods as sales growth in the applied and clinical research markets was partially offset by sales declines in the pharmaceutical and academic research markets. Sales growth in the mass spectrometry business was strong in China and other emerging markets during both periods.

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Operating profit margins increased 890 basis points during the three months ended September 28, 2012 as compared to the comparable period of 2011. Acquisition related charges associated with the second quarter 2011 Beckman Coulter acquisition, including transaction costs, change in control charges and fair value adjustments to inventory and deferred revenue balances favorably impacted year-over-year operating profit margin comparisons by 590 basis points. Year-over-year operating profit margin comparisons benefited 320 basis points from the favorable impact of incremental year-over-year cost savings associated with continuing productivity improvement initiatives, including the restructuring actions taken in the fourth quarter of 2011, net of the impact of the incremental year-over-year costs associated with various sales, marketing and product development growth investments. The dilutive effect of acquisitions adversely impacted segment operating profit margins by 20 basis points. The Company expects to continue to realize significant cost synergies through the application of the Danaher Business System to Beckman Coulter and combining the purchasing power of the Company and Beckman Coulter.

Operating profit margins increased 680 basis points during the nine months ended September 28, 2012 as compared to the comparable period of 2011. Acquisition related charges associated with the second quarter 2011 Beckman Coulter acquisition, including transaction costs, change in control charges and fair value adjustments to inventory and deferred revenue balances favorably impacted year-over-year operating profit margin comparisons by 510 basis points. Higher sales volumes and incremental year-over-year cost savings associated with continuing productivity improvement initiatives, including the restructuring actions taken in the fourth quarter of 2011, net of the impact of incremental year-over-year costs associated with various sales, marketing and product development growth investments, favorably impacted year-over-year comparisons by 220 basis points. The dilutive effect of acquisitions adversely impacted segment operating profit margins by 50 basis points.

Depreciation and amortization as a percentage of sales increased during the nine month period primarily as a result of the inclusion of Beckman Coulter for nine months in the current year as compared to three months in the prior year comparable period. Depreciation and amortization expense in the segment in future periods is expected to continue to be higher than the segment’s historical depreciation and amortization expense levels for these same reasons.

DENTAL

The Company’s Dental segment is a leading worldwide provider of a broad range of equipment, consumables and services for the dental market, focused on driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity.

Dental Selected Financial Data ($ in millions):

	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Sales	$	488.9		$	492.6		$	1,452.4		$	1,460.8
Operating profit	76.0			71.5			206.5			176.0
Depreciation and amortization	23.4			23.4			69.0			70.2
Operating profit as a % of sales	15.5		%	14.5		%	14.2		%	12.0		%
Depreciation and amortization as a % of sales	4.8		%	4.8		%	4.8		%	4.8		%

Components of Sales Change	% Change Three Months Ended September 28, 2012 vs. Comparable 2011 Period		% Change Nine Months Ended September 28, 2012 vs. Comparable 2011 Period
Existing businesses	3.0	%	3.0	%
Acquisitions	0.5	%	—	%
Currency exchange rates	(4.5	)%	(3.5	)%
Total	(1.0	)%	(0.5	)%

Year-over-year price increases in the segment had a negligible impact on sales during both the three and nine months ended September 28, 2012.

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Sales from existing businesses in the segment’s dental consumables businesses grew at a low-single digit rate during both the three and nine months ended September 28, 2012 as compared to the comparable periods of 2011, primarily as a result of increased sales of general dentistry consumables and orthodontic products. Dental consumables sales grew in all major geographies during both periods, with particularly strong orthodontic product sales in Europe during the three month period. Sales from existing businesses in the segment’s dental equipment business grew at a low-single digit rate on a year-over-year basis in both periods. During the third quarter of 2012, sales grew as a result of increased demand for treatment units and associated equipment as well as higher year-over-year sales of instruments. The sales increases of treatment units and associated equipment were primarily driven by demand in emerging markets, while the lower sales of imaging products primarily occurred in Europe. During the nine month period, sales increased in all major product categories on a year-over-year basis as increased demand in North America and emerging markets more than offset lower demand in Europe.

Operating profit margins increased 100 basis points during the three months ended September 28, 2012 as compared to the comparable period of 2011. Higher operating profit margins from additional sales volume in addition to incremental year-over-year cost savings associated with continuing productivity improvement initiatives including the restructuring actions taken in the fourth quarter of 2011, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments, increased operating profit margins by 90 basis points on a year-over-year basis. In addition, net higher overall operating profit margins of acquired businesses favorably impacted year-over-year comparisons by 10 basis points.

Operating profit margins increased 220 basis points during the nine months ended September 28, 2012 as compared to the comparable period of 2011. Higher operating profit margins from additional sales volume in addition to incremental year-over-year cost savings associated with continuing productivity improvement initiatives including the restructuring actions taken in the fourth quarter of 2011, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments, increased operating profit margins by 210 basis points on a year-over-year basis. In addition, net higher overall operating profit margins of acquired businesses favorably impacted year-over-year comparisons by 10 basis points.

INDUSTRIAL TECHNOLOGIES

The Company’s Industrial Technologies segment designs and manufactures components and systems that are typically incorporated by original equipment manufacturers and system integrators for sale into a diverse set of applications and end-markets. The businesses in this segment also provide service and support, including helping customers with integration and installation and providing services to ensure performance and up-time. The Industrial Technologies segment consists of two strategic lines of business, product identification and motion, as well as the sensors and controls, defense and engine retarder businesses. The Company sold its ASI business in January 2012, its KEO business in February 2012 and its PSA business in April 2011. These businesses were previously reported as part of the Industrial Technologies segment. The results of these discontinued operations are excluded from all periods presented in the financial information provided in the tables below.

Industrial Technologies Selected Financial Data ($ in millions):

	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Sales	$	839.6		$	794.5		$	2,455.2		$	2,345.7
Operating profit	183.5			174.3			531.6			514.5
Depreciation and amortization	21.7			17.3			58.5			48.9
Operating profit as a % of sales	21.8		%	21.9		%	21.7		%	21.9		%
Depreciation and amortization as a % of sales	2.6		%	2.2		%	2.4		%	2.1		%

Components of Sales Change	% Change Three Months Ended September 28, 2012 vs. Comparable 2011 Period		% Change Nine Months Ended September 28, 2012 vs. Comparable 2011 Period
Existing businesses	1.5	%	1.0	%
Acquisitions	7.0	%	6.0	%
Currency exchange rates	(3.0	)%	(2.5	)%
Total	5.5	%	4.5	%

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Price increases in the segment contributed 1.5% to sales growth on a year-over-year basis during both the three and nine months ended September 28, 2012 and are reflected as a component of the change in sales from existing businesses.

Sales from existing businesses in the segment’s product identification businesses grew at a low-double digit rate during the three months ended September 28, 2012 and grew at a mid-single digit rate during the nine month period, in each case as compared to the comparable period of 2011, due primarily to continued demand for marking and coding equipment and related consumables. Increased year-over-year demand for the business' integrated packaging solutions product lines also contributed to the existing business' sales growth in the three and nine month periods ended September 28, 2012. Sales grew in most major geographies with particular strength in North America. The Company's acquisition of X-Rite, Incorporated, a global leader in color measurement technology, in the second quarter of 2012 expands the product identification business into a new, adjacent market and has broadened the sales and earnings growth opportunities for the business by expanding the business' product line diversity as well as through the potential acquisition of complementary businesses.

Sales from existing businesses in the segment’s motion businesses declined at a high-single digit rate during both the three and nine months ended September 28, 2012 as compared to the comparable periods of 2011 due to continued soft demand in the majority of end markets served, particularly technology-related end markets. Year-over-year sales declines in industrial automation and engineered solutions during both periods were partially offset by modest sales increases in defense end-markets.

Sales from existing businesses in the segment’s other businesses collectively declined at a low-single digit rate during the three months ended September 28, 2012 and grew at a low-single digit rate during the nine month period, in each case as compared to the comparable period of 2011. Sales declined in the three month period primarily as a result of lower demand in the segment's engine retarder business. Sales in the segment's sensors and controls businesses were essentially flat in both periods.

Operating profit margins declined 10 basis points during the three months ended September 28, 2012 as compared to the comparable period of 2011. The net dilutive effect of acquired businesses adversely impacted year-over-year operating profit margin comparisons by 130 basis points. Slightly higher sales volumes and incremental year-over-year cost savings associated with continuing productivity improvement initiatives, including the restructuring actions taken in the fourth quarter of 2011, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments, increased operating profit margins by 120 basis points on a year-over-year basis.

Operating profit margins declined 20 basis points during the nine months ended September 28, 2012 as compared to the comparable period of 2011. The net dilutive effect of acquired businesses adversely impacted year-over-year operating profit margin comparisons by 100 basis points. Slightly higher sales volumes and incremental year-over-year cost savings associated with continuing productivity improvement initiatives, including the restructuring actions taken in the fourth quarter of 2011, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments, increased operating profit margins by 80 basis points on a year-over-year basis.

COST OF SALES AND GROSS PROFIT

($ in millions)	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Sales	$	4,415.5		$	4,445.8		$	13,285.2		$	11,373.9
Cost of sales	(2,137.5		)	(2,262.7		)	(6,416.2		)	(5,524.4		)
Gross profit	2,278.0			2,183.1			6,869.0			5,849.5
Gross profit margin	51.6		%	49.1		%	51.7		%	51.4		%

Gross profit margins increased 250 basis points and 30 basis points on a year-over-year basis for the three and nine month periods ended September 28, 2012, respectively. Year-over-year gross profit margin comparisons for the three month period were favorably impacted by 215 basis points as a result of acquisition related charges recorded in the 2011 comparable period associated with fair value adjustments to acquired inventory and deferred revenue balances in connection with the acquisition of Beckman Coulter in June 2011. In addition, the gross profit margin for the three month period reflects the benefit of incremental year-over-year cost savings associated with fourth quarter 2011 restructuring activities and continued productivity improvements. The favorable impacts to gross operating profit margin comparisons during the three month period were partially offset by slightly lower year-over-year reported sales. Year-over-year gross profit margin comparisons for the nine month period were favorably impacted by higher year-over-year sales volumes, incremental year-over-year cost savings

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associated with fourth quarter 2011 restructuring activities, continued productivity improvements as well as the acquisition related charges referenced above. The favorable impacts to gross operating profit margin comparisons during the nine month period were partially offset by the acquisition of Beckman Coulter which has lower gross profit margins than the Company’s other businesses and impact the entire 2012 period compared to only the period subsequent to acquisition in 2011.

OPERATING EXPENSES

($ in millions)	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Sales	$	4,415.5		$	4,445.8		$	13,285.2		$	11,373.9
Selling, general and administrative expenses	1,251.2			1,268.4			3,774.7			3,320.0
Research and development expenses	289.5			287.5			843.2			736.4
SG&A as a % of sales	28.3		%	28.5		%	28.4		%	29.2		%
R&D as a % of sales	6.6		%	6.5		%	6.3		%	6.5		%

Selling, general and administrative expenses as a percentage of sales decreased 20 basis points and 80 basis points on a year-over-year basis for the three and nine months ended September 28, 2012, respectively. The decrease in selling, general and administrative expenses as a percentage of sales in the three month period reflects the benefit of incremental year-over-year cost savings associated with fourth quarter 2011 restructuring activities and continued productivity improvements. Slightly lower year-over-year reported sales and incremental year-over-year investments in the Company’s sales and marketing growth investments partially offset these benefits in the three month period. During the nine month period, increased leverage of the Company’s cost base resulting from higher sales and incremental year-over-year cost savings associated with fourth quarter 2011 restructuring activities were partially offset by incremental year-over-year investments in the Company’s sales and marketing growth investments. In addition, change in control payments to Beckman Coulter employees in connection with the closing of the Beckman Coulter acquisition in June 2011, as well as associated restructuring and integration charges, favorably impacted the year-over-year comparisons in both the three and nine month periods.

Research and development expenses (consisting principally of internal and contract engineering personnel costs) increased approximately $2 million and $107 million on a year-over-year basis for the three and nine months ended September 28, 2012, respectively. The increase in expense is primarily attributable to research and development expenditures associated with acquired businesses, primarily Beckman Coulter, as well as incremental year-over-year investment in the Company’s new product development initiatives.

INTEREST COSTS AND FINANCING TRANSACTIONS

For a discussion of the Company’s outstanding indebtedness, refer to Note 6 of the Consolidated Condensed Financial Statements.

Interest expense of $39 million for the three months ended September 28, 2012 was approximately $3 million lower than in the comparable period of 2011. Interest expense of $117 million for the nine months ended September 28, 2012 was approximately $12 million higher than in the comparable period of 2011. The increase in interest expense for the nine month period results primarily from the additional debt incurred during the second quarter of 2011 in connection with the Beckman Coulter acquisition. The decrease in interest expense for the three month period is primarily due to the Company retiring substantially all of Beckman Coulter's notes during the third quarter of 2011.

INCOME TAXES

The Company’s effective tax rate from continuing operations for the three and nine months ended September 28, 2012 was 23.5% and 23.7%, respectively, as compared to 9.3% and 19.6% for the three and nine months ended September 30, 2011, respectively. The effective tax rates in 2012 and 2011 are lower than the U.S. federal statutory rate of 35% 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 rates in 2011 were also lower than the U.S. federal statutory rate due to recognition of tax benefits associated with favorable resolutions of certain international and domestic tax positions and the lapse of statutes of limitations.

The effective tax rate from continuing operations for the last quarter of 2012 is forecasted to be approximately 24% based on the projected mix of earnings before tax by jurisdiction, excluding the impact of any matters that would be treated as “discrete.”

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The projection of mix of earnings by jurisdiction could fluctuate during the fourth quarter of 2012. In addition, the tax effects of significant unusual items, including accruals related to tax contingencies, the resolution of worldwide tax matters, tax audit settlements, statute 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 may change in future periods.

INFLATION

The effect of inflation on the Company’s operations was not significant in the three months ended September 28, 2012.

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. Following is an overview of the Company’s cash flows and liquidity as of and for the nine months ended September 28, 2012:

Overview of Cash Flows and Liquidity

($ in millions)	Nine Months Ended
	September 28, 2012			September 30, 2011
Total operating cash flows from continuing operations	$	2,671.3		$	1,915.8
Payments for additions to property, plant and equipment	(333.4		)	(214.8		)
Cash paid for acquisitions	(972.8		)	(6,087.1		)
Proceeds from the sale of discontinued operations	337.5			680.1
Other sources, net	23.2			18.0
Net cash used in investing activities	(945.5		)	(5,603.8		)
Proceeds from the issuance of common stock	143.2			1,060.3
Purchase of treasury stock	(258.5		)	—
Net (repayments of) proceeds from borrowings (maturities of 90 days or less)	(495.0		)	1,416.0
Proceeds of borrowings (maturities longer than 90 days)	—			1,785.8
Repayments of borrowings (maturities longer than 90 days)	(3.4		)	(1,594.6		)
Payment of dividends	(52.0		)	(44.1		)
Net cash (used in) provided by financing activities	(665.7		)	2,623.4

• Operating cash flows from continuing operations, a key source of the Company’s liquidity, increased $755 million, or 39%, during the first nine months of 2012 as compared to the first nine months of 2011.

• Cash paid for acquisitions constituted the most significant use of cash during the first nine months of 2012. The Company acquired ten businesses during the first nine months of 2012 for total consideration (net of cash acquired) of $973 million.

• In January 2012, the Company completed the sale of its ASI business and, in February 2012, the Company completed the sale of its KEO business. Aggregate cash proceeds in the first nine months of 2012 in connection with the completed sales were $337 million.

• The Company repurchased approximately 5 million shares of Company common stock in open market transactions at a cost of $258 million.

• The Company repaid $495 million of borrowings in the nine month period primarily related to commercial paper borrowings.

• The Company’s 2011 restructuring activities used $102 million in cash during the first nine months of 2012.

• As of September 28, 2012, the Company held $1.5 billion of cash and cash equivalents.

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Operating 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 and managing its capital structure on a short and long-term basis. Cash flows from operating activities can fluctuate significantly from period to period as working capital needs and the timing of payments for items such as income taxes, restructuring activities, pension funding and other items impact reported cash flows.

Operating cash flows from continuing operations were $2.7 billion for the first nine months of 2012, an increase of $755 million, or 39% as compared to the comparable period of 2011. The year-over-year change in operating cash flows was primarily attributable to the following factors:

• Earnings from continuing operations increased by $297 million in the first nine months of 2012 as compared to the first nine months of 2011.

• Earnings for the first nine months of 2012 reflected an increase of $189 million of depreciation and amortization expense as compared to the comparable period of 2011. The increase in amortization expense primarily relates to the amortization of intangible assets acquired in connection with the Beckman Coulter acquisition. The increase in depreciation expense results from the fact that a majority of the Beckman Coulter customers enter into operating-type lease arrangements for the use of the business’ instrumentation and each new operating-type lease arrangement entered into increases the Company’s depreciable assets. The increased depreciation and amortization expense decreases earnings without a corresponding impact to operating cash flow.

• The aggregate of trade accounts receivable, inventory and trade accounts payable provided $119 million in operating cash flows during the first nine months of 2012, compared to the comparable period of 2011 during which these items provided $42 million in operating cash flows. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventory 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 to the collection of cash from its customers.

• Cash income tax payments from continuing operations was approximately $100 million lower during the first nine months of 2012 as compared to the first nine months of 2011.

In addition, in connection with the Company’s restructuring activities, the Company records appropriate accruals for the costs of closing facilities, severing personnel and, in connection with acquisitions, integrating the acquired businesses into existing Company operations. Cash flows from operating activities are reduced by the amounts expended against the various accruals established in connection with these activities. During the first nine months of 2012, the Company paid $102 million related to these restructuring activities.

Investing Activities

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

Net cash used in investing activities was approximately $946 million during the first nine months of 2012 compared to approximately $5.6 billion of net cash used in the first nine months of 2011. For a discussion of the Company’s acquisitions during the first nine months of 2012 and the divestiture of the ASI and KEO businesses, refer to “—Overview – Acquisitions and Divestitures.”

The year-over-year increase in capital expenditures for property, plant and equipment in 2012 is primarily due to the acquisition of Beckman Coulter in the second quarter of 2011 and the associated capitalization of instruments subject to operating-type leases through customer arrangements entered into in the first nine months of 2012. In 2012, the Company expects capital spending to approximate $500 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, repurchases of the Company's common stock and payments of dividends to shareholders. Financing activities used cash of $666 million during the first nine months of 2012 compared to approximately $2.6 billion provided during the first nine months of 2011. The cash used during the first nine months of 2012 was due primarily to repurchases of the Company's common stock and the net repayment of commercial paper borrowings. The cash provided during the first nine months of 2011 was primarily related to net proceeds received by the Company to partially finance the acquisition of Beckman Coulter and consisted of (1) $966 million received from the underwritten public offering of the Company's common stock on June 21, 2011, (2) approximately $1.8 billion received from the underwritten public offering of senior unsecured notes on June 23, 2011, and (3) proceeds received from the

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sale of additional commercial paper under the Company’s U.S. commercial paper program.

For a description of the Company’s outstanding debt as of September 28, 2012, refer to Note 6 of the Consolidated Condensed Financial Statements. As of September 28, 2012, the Company was in compliance with all of its debt covenants.

The Company primarily satisfies any short-term liquidity needs that are not met through operating cash flow and available cash through issuances of commercial paper under its U.S. and Euro commercial paper programs. As of September 28, 2012, borrowings outstanding under the Company’s U.S. commercial paper program had a weighted average annual interest rate of 0.2% and a weighted average maturity of approximately 20 days. As commercial paper obligations mature, the Company anticipates issuing additional short-term commercial paper obligations to refinance all or part of these borrowings. There was no commercial paper outstanding under the Euro commercial paper program as of September 28, 2012.

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 28, 2012, 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.

In May 2012, the Company filed a “well-known seasoned issuer” shelf registration statement on Form S-3 to register 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 the net proceeds from future securities sales off this shelf for general corporate purposes. These purposes may include, but are not limited to, reduction or refinancing of debt or other corporate obligations, acquisitions, capital expenditures, share repurchases and dividends, and working capital. The May 2012 shelf registration statement replaced the shelf registration statement that was filed in May 2009 and expired in May 2012.

On May 11, 2010, the Company's Board of Directors (the "Board") authorized 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. For additional details regarding this stock repurchase authorization, please see “Unregistered Sales of Equity Securities and Use of Proceeds” in Part II - Item 1A of this Quarterly Report on Form 10-Q.

Pursuant to the stock repurchase program, during the three months ended September 28, 2012, the Company repurchased approximately 5 million shares of Company common stock in open market transactions at a cost of $258 million. At September 28, 2012, the Company had approximately 15 million shares remaining for stock repurchases under the existing Board authorization. The Company expects to fund any further repurchases using the Company's available cash balance or proceeds from the issuance of commercial paper.

Aggregate cash payments for dividends during the first nine months of 2012 were $52 million. In addition, the Company declared a regular quarterly dividend of $0.025 per share payable on October 26, 2012 to holders of record on September 28, 2012.

Cash and Cash Requirements

As of September 28, 2012, the Company held approximately $1.5 billion of cash and cash equivalents that were invested in highly liquid investment grade debt instruments with an original maturity of 90 days or less with an approximate weighted average annual interest rate of 0.2%. Of this amount, $574 million was held within the United States and $967 million 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, 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 as needed. The Company may also 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 United States 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

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United States income taxes have been made with respect to earnings that are planned to be reinvested indefinitely outside the United States, and the amount of United States 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 our foreign subsidiaries hold for indefinite reinvestment is generally used to finance foreign operations and investments, including acquisitions. As of September 28, 2012, management believes that it has sufficient liquidity to satisfy its cash needs, including its cash needs in the United States.

During 2012, the Company’s cash contribution requirements for its U.S. defined benefit pension plan are not expected to be significant. The Company’s cash contribution requirements for its non-U.S. defined benefit pension plans are expected to be $50 million for 2012, although the ultimate amounts to be contributed to the U.S. and non-U.S. plans 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 quarter ended September 28, 2012 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 2011 Annual Report on Form 10-K.

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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 2011 Annual Report on Form 10-K. There were no material changes during the quarter ended September 28, 2012 to this information reported in the Company’s 2011 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.

ITEM 5. OTHER INFORMATION

On October 17, 2012, the Company and H. Lawrence Culp, Jr., the Company's President and Chief Executive Officer, executed an amendment to Mr. Culp's employment agreement to eliminate Mr. Culp's right to receive tax gross-up payments upon a change of control of the Company. A copy of the employment agreement as so amended is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

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 Related to Forward-Looking Statements,” in Part I — Item 1A of Danaher’s 2011 Annual Report on Form 10-K. There were no material changes during the quarter ended September 28, 2012 to the aforementioned risk factors.

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

The Company's repurchases of its equity securities during the third quarter of 2012 are listed in the following table:

Period		Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum  Number of Shares that  May Yet Be  Purchased Under The  Plans or Programs (1)
June 30, 2012 - July 29, 2012		1,982,827	$	50.74	1,982,827	18,017,173
July 30, 2012 - August 29, 2012		2,062,182	$	52.54	2,062,182	15,954,991
August 30, 2012 - September 28, 2012		932,301	$	53.13	932,301	15,022,690
Total		4,977,310	$	51.93	4,977,310
(1)	On May 1, 2010, the Company's Board of Directors authorized 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 Company's repurchase program. The timing and amount of any shares repurchased 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.

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During the third quarter of 2012, holders of certain of the Company’s Liquid Yield Option Notes (“LYONs”) converted such LYONs into an aggregate of 496,834 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. The conversion of LYONs to common stock does not impact the Company’s diluted earnings per share as the LYONs are considered a dilutive security in all periods presented.

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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)
10.2	Employment Agreement by and between Danaher Corporation and H. Lawrence Culp, Jr., dated as of July 18, 2000 and amended as of January 1, 2009 and October 17, 2012.
11.1	Computation of per-share earnings (3)
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 (4)
101.SCH	XBRL Taxonomy Extension Schema Document (4)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (4)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (4)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (4)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (4)

(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) See Note 11, “Net Earnings Per Share from Continuing Operations”, to our Consolidated Condensed Financial Statements.

(4) 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 28, 2012 and December 31, 2011, (ii) Consolidated Condensed Statements of Earnings for the three and nine months ended September 28, 2012 and September 30, 2011, (iii) Consolidated Condensed Statements of Comprehensive Income for the three and nine months ended September 28, 2012 and September 30, 2011, (iv) Consolidated Condensed Statement of Stockholders’ Equity for the nine months ended September 28, 2012, (v) Consolidated Condensed Statements of Cash Flows for the nine months ended September 28, 2012 and September 30, 2011, 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 17, 2012	By:	/s/ Daniel L. Comas
		Daniel L. Comas
		Executive Vice President and Chief Financial Officer
Date:	October 17, 2012	By:	/s/ Robert S. Lutz
		Robert S. Lutz
		Senior Vice President and Chief Accounting Officer

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EX-10.2

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) by and between Danaher Corporation, a Delaware corporation (the “Company”), and Henry Lawrence Culp, Jr. (the “Executive”) is amended and completely restated as of the 17^th day of October, 2012, having been initially entered into as of July 18, 2000 (the “Effective Date”) and thereafter amended as of January 1, 2009.

WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

1.Employment. On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, for the term set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof.

2.Term. The employment of the Executive by the Company as provided in Section 1 hereof shall commence on the Effective Date and, unless sooner terminated as hereinafter set forth, shall end three (3) years thereafter; provided that, unless sooner terminated as hereinafter set forth, the term of this Agreement shall be extended automatically for additional one (1) year periods on the second anniversary of the Effective Date and each subsequent anniversary date (the “Applicable Anniversary Notice Date”), unless and until either party provides written notice to the other party not less than ninety (90) days prior to the Applicable Anniversary Notice Date that the party is terminating this Agreement, which termination shall be effective as of the end of the initial term or extended term, as the case may be.

3.Position and Duties. The Executive shall serve as the President and Chief Executive Officer of the Company, with duties and responsibilities as the board of directors of the Company (the "Board") may from time to time determine and assign to the Executive. The Executive agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Company and any of its subsidiaries and in one or more executive offices of any of the Company’s subsidiaries, provided that the Executive is indemnified for serving in any and all director capacities on a basis no less favorable than is currently provided by the Company to any other director of the Company or any of its subsidiaries. The Executive shall devote the Executive’s best efforts and full business time to the performance of the Executive’s duties and the advancement of the business and affairs of the Company.

4.Place of Performance. In connection with the Executive’s employment by the Company, the Executive shall be based at the principal executive offices of the Company which the Company retains the right to change in its discretion or at such other place as the Company and the Executive mutually agree and subject to Section 9(c)(iv) hereof.

5.Compensation.

(a)Base Salary. The Company shall pay to the Executive an annual base salary (the “Base Salary”) at the rate of $600,000 per year. The Base Salary shall be reviewed for increases no less frequently than annually on the same basis as such salary reviews are made with respect to other executive officers of the Company. If the Executive’s Base Salary is increased, the increased amount shall be the Base Salary for the remainder of the term of the Executive’s employment hereunder. The Base Salary shall be payable biweekly or in such other installments as shall be consistent with the Company’s payroll procedures.

(b)Annual Bonus. During 2009 and each succeeding calendar year of the term, the Executive shall have a bonus opportunity of which the baseline annual bonus percentage shall be one hundred twenty-five percent (125%) of the Executive’s Base Salary; provided that if the bonus program shall thereafter be revised, the Executive's overall bonus opportunity shall be comparable; and further provided that the Executive's maximum bonus opportunity for extraordinary performance, expressed as a percentage of the product of the baseline annual bonus percentage and the Executive's Base Salary, shall be not less favorable than that provided for the Executive on the Effective Date, or for the President and Chief Executive Officer, following any appointment to that office (the “Annual Bonus”). The amount of the Annual Bonus shall be determined by the Compensation Committee of the Board in its sole discretion, based upon the Company’s achievement of pre-established, objective budgetary and other performance goals. For any year in which the Company has a shareholder approved bonus plan meeting the requirements of Section 162(m) of the Internal Revenue Code, such bonus shall be determined by such committee in a manner that will permit the Annual Bonus payable to the Executive to be fully deductible by the Company. The amount of each Annual Bonus shall be determined and paid not later than 15 days after the Company’s earnings for the preceding fiscal year have been publicly announced.

(c)Other Benefits. The Company shall maintain in full force and effect, and the Executive shall be entitled to participate in, all of the employee benefit and fringe benefit plans and arrangements in effect on the date hereof in which executives of the Company participate or plans or arrangements providing the Executive with at least equivalent benefits thereunder (including, without limitation, the Executive Deferred Incentive Program, and each group life insurance and accident plan, medical and dental insurance plans, and disability plan); provided, however, that, changes in such plans or arrangements may be made, including termination of such plans or arrangements if it occurs pursuant to a program applicable to all executives of the Company and does not result in a proportionately greater reduction in the rights of or benefits to the Executive as compared with any other executive of the Company. Nothing paid to the Executive under any fringe plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 5(a). Any payments or benefits payable to the Executive under this Section 5(c) in

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respect of any calendar year during which the Executive is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement be pro-rated in accordance with the number of days in such calendar year during which he is so employed.

(d)Vacation; Holidays. The Executive shall be entitled to all public holidays observed by the Company and vacation days in accordance with the applicable vacation policies in effect for senior executives of the Company, which shall be taken at a reasonable time or times.

(e)Withholding Taxes and Other Deductions. To the extent required by law, the Company shall withhold from any payments due Executive under this Agreement any applicable federal, state or local taxes and such other deductions as are prescribed by law or Company policy.

(f)Tax and Financial Planning. During the term of the Executive’s employment hereunder, the Company shall reimburse the Executive for the reasonable expenses incurred by the Executive in connection with obtaining professional tax and financial planning advice.

(g)Annual Physical Examination. During the term of the Executive’s employment hereunder, the Company shall reimburse the Executive for the reasonable expenses incurred by the Executive in undergoing an annual physical examination by a licensed physician.

(h)Compensation During Disability. During any period that the Executive fails to perform the Executive’s duties hereunder as a result of incapacity due to physical or mental illness (the “Disability Period”), the Executive shall be treated as fully employed and shall continue to receive, or receive the benefit of (as the case may be) all items described in Section 5 hereof at the rate then in effect for such period until his employment is terminated pursuant to Section 9(b)(i) hereof; provided, that payments made to the Executive during the first 180 days of the Disability Period shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any payment under disability benefit plans of the Company and which amounts were not previously applied to reduce any payment.

6.Expenses. During the term of the Executive’s employment hereunder, the Executive shall be entitled to receive prompt reimbursement for all reasonable and customary expenses incurred by the Executive in performing services hereunder, including all expenses of travel and living expenses while away from home on business or at the request of and in the service of the Company, provided that all such expenses are accounted for in accordance with the policies and procedures established by the Company.

7.Confidential Information.

(a)The Executive covenants and agrees that the Executive will not ever, without the prior written consent of the Board or a person authorized by the Board or except as may be ordered by a court of competent jurisdiction, publish or disclose to any unaffiliated third party or use for the Executive’s personal benefit or advantage any confidential information with

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respect to the Company’s past, present, or planned business, including but not limited to all information and materials related to any Company business, business plan, product, service, procedure, strategy, method (including the Danaher Business System), technique, technology, research, strategy, plan, customer or supplier information, customer or supplier list, financial data, technical data, computer files, and computer software, including any of the foregoing that is in any stage of research, development, or planning, and any other information which the Executive obtained while employed by, or otherwise serving or acting on behalf of, the Company or which the Executive may possess or have under his control, that is not generally known (except for unauthorized disclosures) to the public or within the industry in which the Company does business. This covenant shall not limit the Executive’s use of such confidential information in the normal course of his performance of services for the Company.

(b)The Executive acknowledges that the restrictions contained in Section 7(a) hereof are reasonable and necessary, in view of the nature of the Company’s business, in order to protect the legitimate interests of the Company, and that any violation thereof would result in irreparable injury to the Company. Therefore, the Executive agrees that in the event of a breach or threatened breach by the Executive of the provisions of Section 7(a) hereof, the Company shall be entitled to obtain from any court of competent jurisdiction, preliminary or permanent injunctive relief restraining the Executive from disclosing or using any confidential information. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for breach or threatened breach, including, without limitation, recovery of damages from the Executive.

(c)The Executive shall deliver promptly to the Company on termination of employment, or at any other time the Company may so request, all confidential materials, memoranda, notes, records, reports and other documents and materials (and all copies thereof), in whatever form or medium, that contain any of the foregoing, including but not limited to computer data, files, software, and hardware, relating to the Company’s or its affiliates’ respective businesses which the Executive obtained while employed by, or otherwise serving or acting on behalf of, the Company or which the Executive may then possess or have under his control.

8.Non-Competition.

(a)Non-Competition. The Executive covenants and agrees that the Executive will not, during the Executive’s employment hereunder and for a period of three (3) years thereafter (to the extent permitted by law), at any time and in the United States or any other jurisdiction in which the Company is engaged or has reasonably firm plans to engage in business, enter into any competitive endeavors and not undertake any commercial activity which is contrary to the best interests of the Company or its subsidiaries or affiliates, including becoming an employee, owner (except for passive investments of not more than three percent (3%) of the outstanding shares of, or any other equity interest in, any company or entity listed or traded on a national securities exchange or in an over-the-counter securities market), officer, agent, advisor, consultant or director of any firm or person which directly competes with a line or lines of business of the Company.

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(b)Injunctive Relief. In the event the restrictions against engaging in a competitive activity contained in Section 8(a) hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 8(a) hereof shall be interpreted to extend only over the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable, all as determined by the court in the action.

(c)Non-Solicitation. The Executive covenants and agrees that the Executive will not, during the Executive’s employment hereunder and for a period of three (3) years thereafter solicit, induce, entice, or encourage or attempt to solicit, induce, entice, or encourage any employee of the Company or any of the Company’s affiliates to render services for any other person, firm, entity, or corporation or to terminate his or her employment with the Company.

9.Termination of Employment.

(a)Death. The Executive’s employment hereunder shall terminate upon the Executive’s death.

(b)By the Company. The Company may terminate the Executive’s
employment hereunder under the following circumstances:

(i)The Company may terminate the Executive’s employment hereunder for “Disability.” For purposes of this Agreement, the Company shall have the right to terminate the Executive’s employment by reason of “Disability” if, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from his duties hereunder on a full-time basis for the entire period of six (6) consecutive months, and within thirty (30) days after written notice of termination is given shall not have returned to the performance of his duties hereunder on a full-time basis.

(ii)The Company may terminate the Executive’s employment hereunder with or without “Cause.” For purposes of this Agreement, “Cause” shall mean (A) the willful and continued failure by the Executive to substantially perform his duties hereunder (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination, as defined in Section 9(e), by the Executive for Good Reason, as defined in Section 9(c)), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties, which is not cured within thirty (30) days after notice of such failure has been given to the Executive by the Company, (B) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise (including, but not limited to, conduct that violates Section 8(a) hereof), or (C) the Executive’s conviction of any felony. For purposes of this paragraph, no act, or failure to act, on the Executive’s part shall be considered

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“willful” unless done, or omitted to be done by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

(iii)The Company, in the sole discretion of the Board, may terminate the Executive’s employment hereunder at any time other than for Disability or Cause, for any reason or for no reason at all.

(c)By the Executive. The Executive may terminate the Executive’s employment hereunder at any time, with or without “Good Reason”, provided that any termination for Good Reason shall in no event occur more than two years following the initial existence of the condition alleged to constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean any one or more of the following circumstances:

(i)A failure by the Company to comply with any material provision of this Agreement which has not been cured within thirty (30) days after notice of such noncompliance has been given by the Executive to the Company, including, without limitation, any failure to appoint or continue the Executive to an office or position as required by this Agreement;

(ii)Any purported termination of the Executive’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 9(e) hereof (and for purposes of this Agreement no such purported termination shall be effective);

(iii)The assignment to the Executive of any duties materially inconsistent with his status as the President and Chief Executive Officer of the Company or a material adverse alteration in the nature or status of his responsibilities in connection with such positions;

(iv)Relocation of the Executive to a location which is not within Washington, the District of Columbia, or the suburban Maryland or Virginia area adjacent to the District of Columbia, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations;

(v)The failure by the Company to continue in effect any compensation or benefit plan in which the Executive participated as of the Effective Date and which is material to the Executive’s aggregate compensation and benefits hereunder, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants, as existed at the Effective Date;

(vi)If there is a Change of Control, merger, acquisition or other similar affiliation with another entity (a “Corporate Event”) and the Executive does not continue as the President and Chief Executive Officer of the most senior resulting entity of the

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affiliated group of which Company or the surviving entity is a member after the Corporate Event; or

(vii)The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement.

(d)Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean any one or more of the following circumstances:

(i)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of the greater of (1) 30% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”) and (2) the lowest whole number percentage which is greater than the combined percentage of the Outstanding Company Common Stock or the Outstanding Company Voting Securities owned by Steven and Mitchell Rales and affiliates (within the meaning of Rule 12b-2 of the Securities Exchange Act of 1934, as amended) of Steven and Mitchell Rales (without duplication); provided, however, that for purposes of this subsection any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company shall not constitute a Change of Control; or

(ii)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though the individual were a member of the Incumbent Board, but excluding, for this purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii)Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following a Business Combination, all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to the Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from the Business Combination (including, without limitation, a

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corporation which as a result of the transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to the Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or

(iv)Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(e)Notice of Termination. Any termination of the Executive’s employment by the Company or the Executive (other than pursuant to Section 9(a) hereof) shall be communicated by written “Notice of Termination” to the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, if any, and, if for “Cause” or for “Good Reason”, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and must be given within ninety (90) days of the initial existence of the condition alleged to constitute Cause or Good Reason, as the case may be.

(f)Date of Termination. For purposes of this Agreement, the “Date of Termination” shall mean (i) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death; (ii) if the Executive’s employment is terminated pursuant to Section 9(b)(i) hereof, thirty (30) days after Notice of Termination, provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during this 30-day period; (iii) if the Executive’s employment is terminated pursuant to Section 9(b)(ii) or 9(c) hereof, the date specified in the Notice of Termination; and (iv) if the Executive’s employment is terminated for any other reason, the date on which Notice of Termination is given.

10.Compensation Upon Termination.

(a)If the Executive terminates this Agreement by giving notice of termination pursuant to Section 2, or if the Executive’s employment is terminated by the Executive’s death, the Company shall pay or provide the following amounts to the Executive or to the Executive’s estate (or as may be directed by the legal representatives of the estate), as the case may be, except as otherwise provided by Section 10(e) hereof, not later than 14 days from the Date of Termination in the case of the payments referred to in clauses (i), (ii) and (iii) below, not later than two and one-half months following the end of the calendar year in which the Date of Termination occurs in the case of payments referred to in clause (iv) below, and, at the time when such payments are due in the case of the payments referred to in clause (v) below (the respective “Payment Due Dates”) and the Company shall have no further obligations to the Executive under this Agreement:

(iv)Base Salary through the Date of Termination;

(v)the balance of any annual or long-term cash incentive awards (if any) earned (but not yet paid) pursuant to the terms of the applicable programs;

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(vi)any deferred compensation (together with any accrued interest or earnings thereon) including but not limited to deferred bonuses allocated or credited to the Executive or his account as of the Date of Termination, or date of payment, if later;

(vii)the product of (x) an amount equal to the average of the annual bonus awards paid to the Executive with respect to the three years preceding the year of termination, but not to exceed two hundred and fifty percent (250%) of the Executive's Base Salary, times (y) the number of days in the calendar year of termination through the Date of Termination, divided by 365; and

(viii)to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided as of the Date of Termination or which the Executive is eligible to receive at the Date of Termination in accordance with the terms of any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies, it being understood, however, that, unless otherwise specified elsewhere in this Agreement or in the other such plan, program, policy, practice or contract because of the nature of the termination, no amounts or benefits shall vest as a result of the termination and employee benefits shall cease to accrue as of the Date of Termination.

For purposes of this Agreement, the amounts listed in subsections (i) through (v) above shall be collectively referred to as the “Accrued Obligations.”

(b)10)    Except as otherwise provided by Section 10(e) hereof, if the Company terminates the Executive’s employment for Disability as provided in Section 9(b)(i) hereof, the Company shall pay or provide the Executive all of the Accrued Obligations, on the respective Payment Due Dates, and the Company shall have no further obligations to the Executive under this Agreement except as provided in clause (ii) below; provided, that payments made to the Executive during the Disability Period shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any payment under disability benefit plans of the Company, to the extent not previously applied to reduce any payment.

(ix)The Company shall maintain in full force and effect, for the continued benefit of the Executive for twelve months following the Date of Termination due to Disability, all employee welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive’s participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred.

(c)Except as otherwise provided by Section 10(e) hereof, if the Company terminates the Executive’s employment for Cause as provided in Section 9(b)(ii) hereof, or if the Executive terminates his employment without Good Reason, the Company shall pay or provide,

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on the respective Payment Due Dates, the Executive all of the Accrued Obligations, other than the payment described in Section 10(a)(iv) hereof, and the Company shall have no further obligations to the Executive under this Agreement.

(d)Except as otherwise provided by Section 10(e) hereof, if the Company terminates the Executive’s employment other than for Cause or Disability or if the Executive terminates the Executive’s employment for Good Reason as provided in Section 9(c) hereof, or if the Company terminates this Agreement by giving notice of termination pursuant to Section 2, the Company shall pay or provide, on the respective Payment Due Dates or as otherwise provided below, and shall have no further obligations to the Executive:

(i)The Accrued Obligations;

(ii)An amount equal to the sum of (x) the Executive’s Base Salary and (y) the average of the annual bonus awards paid to the Executive with respect to the three years preceding the year of termination (but not to exceed two hundred and fifty percent (250%) of the Executive's Base Salary), in substantially equal proportionate installments in accordance with the Company’s normal payroll practices, commencing with the first payroll period in the month following the month in which the Date of Termination occurs, for a period of two years;

(iii)The Company shall pay all reasonable legal fees and expenses incurred by the Executive as a result of such termination, including the reasonable fees and expenses of enforcing the terms of this Agreement, if the Executive establishes that he was terminated without Cause or terminated his employment for Good Reason, or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Internal Revenue Code of 1986 as amended (the “Code”) to any payment or benefit provided hereunder;

(iv)For two years after the Date of Termination, or any longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer employees of the Company and its affiliated companies, as if the Executive’s employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under the other plan during the applicable period of eligibility; and

(v)To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid

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or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies.

(e)Other than Base Salary through the Date of Termination and the cost of participation in employee welfare benefit plans and programs pursuant to Section 10(b)(ii) hereof to the extent excludable from the Executive's income, the aggregate amounts payable pursuant to Sections 10(a) (except in the case of termination because of the Executive's death), 10(b), 10(c) and 10(d) hereof during the six-month period immediately following the Executive's termination of employment shall not exceed two hundred percent (200%) of the limit on annual compensation that may be taken into account for qualified plan purposes under Section 401(a)(17) of the Code for the year of his termination of employment; provided that, if the Executive dies following his termination of employment but prior to the six month anniversary of the date thereof, then any payments previously delayed in accordance with this Section 10(e) will be payable in a lump sum as soon as administratively practicable after the date of Executive's death and the limitations on payments pursuant to this Section 10(e) shall cease to apply.

(f)Mitigation. The Executive shall not be required to mitigate amounts payable pursuant to Section 10 hereof by seeking other employment provided, however, that the Company’s obligation to continue to provide the Executive with fringe benefits pursuant to this Agreement above, shall cease if the Executive and his family become eligible to participate in fringe benefits substantially similar to those provided for in this Agreement as a result of the Executive’s employment during the period that the Executive and his family is entitled to these fringe benefits.

(g)No Additional Payments. Notwithstanding anything to the contrary in this Agreement, the Executive acknowledges and agrees that in the event of the termination of his employment, even if in breach of this Agreement, he will be entitled only to those payments specified herein for the circumstances of his termination, and not to any other payments by way of damages or claims of any nature, whether under this Agreement or under any other agreements between the Executive and the Company.

11.Notices. All notices, demands, requests or other communications required or permitted to be given or made hereunder shall be in writing and shall be delivered, telecopied or mailed by first class registered or certified mail, postage prepaid, addressed as follows:

(a)If to the Company:

Danaher Corporation2200 Pennsylvania Avenue, NWWashington, D.C. 20037(202) 828-0850 Telecopy: (202) 828-0860 Attention: Secretary

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(b)If to the Executive:

Henry Lawrence Culp, Jr. c/o Danaher Corporation 2200 Pennsylvania Avenue, NW
Washington, D.C. 20037(202) 828-0850 Telecopy: (202) 828-0860

with a copy (which shall not constitute notice) to:

Andrew L. Oringer, Esq.Dechert LLP

1095 Avenue of the Americas

New York, NY 10036-8704

212-698-3571Telecopy: (212) 314-0061

or to such other address as may be designated by either party in a notice to the other. Each notice, demand, request or other communication that shall be given or made in the manner described above shall be deemed sufficiently given or made for all purposes three (3) days after it is deposited in the U.S. mail, postage prepaid, or at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the answer back or the affidavit of messenger being deemed conclusive evidence of delivery) or at such time as delivery is refused by the addressee upon presentation.

12.Severability. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect.

13.Survival. It is the express intention and agreement of the parties hereto that the provisions of Sections 7 and 8 hereof shall survive the termination of employment of the Executive. In addition, all obligations of the Company to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein.

14.Successors and Assigns.

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)The Company will require any successor to all or substantially all of the business and/or assets of the Company or any party that acquires control of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to assume expressly

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and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

15.Resolution of Disputes. Any disputes arising under or in connection with this Agreement shall, at the election of the Executive or the Company, be resolved by binding arbitration, to be held in Washington, D.C. in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and expenses in connection with any arbitration or court proceeding (including fees and disbursements of counsel), subject to Section 10(d)(iii) hereof.

16.Legal Fees. The Company shall promptly pay the legal fees and expenses incurred by the Executive in connection with negotiation and execution of this Agreement.

17.Binding Effect. Subject to any provisions hereof restricting assignment, this Agreement shall be binding upon the parties hereto and shall inure to the benefit of the parties and their respective heirs, devisees, executors, administrators, legal representatives, successors and assigns.

18.Amendment; Waiver. This Agreement shall not be amended, altered or modified except by an instrument in writing duly executed by the parties hereto. Neither the waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any provisions, rights or privileges hereunder.

19.Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

20.Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (but not including the choice of law rules thereof).

21.Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and it supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein other than stock option agreements and certificates and the Company’s employee benefit plans which are covered by the Employee Retirement Income Security Act of 1974.

22.Section 409A Compliance. It is the intent of this Agreement to comply with the requirements of Section 409A of the Code so that none of the severance and other payments and

13

benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and this Agreement shall be interpreted accordingly. Executive's right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments within the meaning of Treas. Reg. §1.409A-2(b)(2)(iii). The foregoing notwithstanding, the Company shall in no event whatsoever be liable for any additional tax, interest or penalty incurred by the Executive as a result of the failure of any payment or benefit to satisfy the requirements of Section 409A.

23.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which shall be deemed to constitute one and the same instrument.

14

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first hereinabove written.

DANAHER CORPORATION
By:	/s/ Steven M. Rales
Name:	Steven M. Rales
Title:	Chairman of the Board
Date of Execution:	October 17, 2012
THE EXECUTIVE:
	/s/ H. Lawrence Culp, Jr.
	Henry Lawrence Culp, Jr.
Date of Execution:	October 17, 2012

15

EX-12.1

Exhibit 12.1
Danaher Corporation
Statement Regarding Computation of Ratio of Earnings to Fixed Charges
(In thousands, except ratio data)
											Nine Months Ended
	2007		2008		2009		2010		2011		September 28, 2012
Fixed Charges:
Gross Interest Expense	$	106,289	$	125,175	$	118,654	$	117,167	$	141,637	$	116,660
Interest Element of Rental Expense	14,804		10,763		13,135		15,162		19,840		16,737
Interest on Unrecognized Tax Benefits	—		—		—		—		—		—
Total Fixed Charges	$	121,093	$	135,938	$	131,789	$	132,329	$	161,477	$	133,397
Earnings Available for Fixed Charges:
Earnings from Continuing Operations Before Income Taxes	$	1,326,062	$	1,642,887	$	1,326,062	$	2,229,559	$	2,447,849	$	2,187,479
Add Fixed Charges	121,093		135,938		131,789		132,329		161,477		133,397
Interest on Unrecognized Tax Benefits	—		—		—		—		—		—
Total Earnings Available for Fixed Charges	$	1,447,155	$	1,778,825	$	1,457,851	$	2,361,888	$	2,609,326	$	2,320,876
Ratio of Earnings to Fixed Charges	12.0		13.1		11.1		17.8		16.2		17.4
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 from continuing operations (excluding earnings from 50% owned affiliates) before income taxes; 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, H. Lawrence Culp, 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 17, 2012	/s/ H. Lawrence Culp, Jr.
		Name:	H. Lawrence Culp, 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 17, 2012	/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, H. Lawrence Culp, 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 28, 2012 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 17, 2012	By:	/s/ H. Lawrence Culp, Jr.
		Name:	H. Lawrence Culp, 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 28, 2012 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 17, 2012	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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Discontinued Operations (Schedule Of Discontinued Operations - Key Components Of Income From Discontinued Operations) (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
Discontinued Operations and Disposal Groups [Abstract]
Net sales	$ 0	$ 72,302,000	$ 9,900,000	$ 312,183,000
Operating expenses	0	(59,313,000)	(11,200,000)	(266,284,000)
Allocated interest expense	0	(399,000)	0	(1,614,000)
Earnings (loss) before income taxes	0	12,600,000	(1,300,000)	44,300,000
Income tax (expense) benefit	0	(4,570,000)	500,000	(16,168,000)
Earnings (loss) from discontinued operations	0	8,000,000	(800,000)	28,100,000
Gain on sale, net of $55 million and $126 million of related income taxes for the nine month periods ended September 28, 2012 and September 30, 2011, respectively	0	0	93,700,000	201,700,000
Earnings from discontinued operations, net of income taxes	0	8,020,000	92,858,000	229,817,000
Income taxes related to the gain on the sale			$ 55,000,000	$ 126,000,000

XML

Stock Transactions And Stock-Based Compensation (RSU And Restricted Shares Activity) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	9 Months Ended
	Sep. 28, 2012
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Unvested as of December 31, 2011, Number of RSUs / Restricted Shares (shares)	5,979
Granted, Number of RSUs / Restricted Shares (shares)	1,639
Vested, Number of RSUs / Restricted Shares (shares)	(1,553)
Forfeited, Number of RSUs/ Restricted Shares (shares)	(393)
Unvested as of September 28, 2012, Number of RSUs / Restricted Shares (shares)	5,672
Unvested as of December 31,2011, Weighted-Average Grant-Date Fair Value (dollars per share)	$ 37.72
Granted, Weighted-Average Grant-Date Fair Value (dollars per share)	$ 52.15
Vested, Weighted-Average Grant-Date Fair Value (dollars per share)	$ 33.26
Forfeited, Weighted-Average Grante-Date Fair Value (dollars per share)	$ 39.45
Unvested as of September 28, 2012, Weighted-Average Grant-Date Fair Value (dollars per share)	$ 42.99

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Defined Benefit Plans (Narrative) (Details) (Non-U.S. Pension Benefits, USD $) In Millions, unless otherwise specified	Sep. 28, 2012
Non-U.S. Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Expected cash contribution requirements by employer	$ 50

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Restructuring And Other Related Charges (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011
Restructuring Charges [Abstract]
Restructuring and other related charges recorded	$ 179

XML

Financing Transactions (Narrative) (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified					9 Months Ended		9 Months Ended
	Sep. 28, 2012	May 31, 2012	Dec. 31, 2011	Sep. 28, 2012 Euro Commercial Paper Program	Sep. 28, 2012 Liquid Yield Option Notes (LYONs)	Sep. 28, 2012 Unsecured Revolving Credit Facility	Sep. 28, 2012 U.S Commercial Paper
Debt Instrument [Line Items]
Shares issued under debt conversion (shares)					3.3
Common stock, par value (dollars per share)	$ 0.01	$ 0.01	$ 0.01
Deferred tax liability, basis difference in LYONs					$ 28,000,000
Weighted average interest rate of short-term debt (interest rate)							0.20%
Weighted average maturity of commercial paper, days							20 years
Borrowings outstanding under credit facility				0		0
Line of credit							$ 2,500,000,000

XML

Segment Information (Tables)

9 Months Ended

Sep. 28, 2012

Segment Reporting, Measurement Disclosures [Abstract]

Segment Results

Segment results are shown below ($ in millions):

Sales
	Three Months Ended				Nine Months Ended
	September 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
Test & Measurement	$	814.5	$	856.7	$	2,517.3	$	2,535.4
Environmental	754.4		734.6		2,212.9		2,133.2
Life Sciences & Diagnostics	1,518.1		1,567.4		4,647.4		2,898.8
Dental	488.9		492.6		1,452.4		1,460.8
Industrial Technologies	839.6		794.5		2,455.2		2,345.7
	$	4,415.5	$	4,445.8	$	13,285.2	$	11,373.9

Operating Profit
	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Test & Measurement	$	163.6		$	205.2		$	539.4		$	567.6
Environmental	162.4			158.5			456.6			445.8
Life Sciences & Diagnostics	185.6			52.1			599.4			177.0
Dental	76.0			71.5			206.5			176.0
Industrial Technologies	183.5			174.3			531.6			514.5
Equity method earnings of Apex joint venture	18.5			16.0			50.9			44.9
Other	(33.8		)	(34.4		)	(82.4		)	(87.8		)
	$	755.8		$	643.2		$	2,302.0		$	1,838.0

XML

Contingencies (Narrative) (Details)	9 Months Ended
	Sep. 28, 2012 D
Commitments and Contingencies Disclosure [Abstract]
Warranty period terms minimum, days (days)	90
Warranty period terms maximum	the life of the product

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Goodwill (Tables)

9 Months Ended

Sep. 28, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Rollforward Of Goodwill

The following table shows the rollforward of goodwill reflected in the financial statements resulting from the Company’s activities during the nine months ended September 28, 2012 ($ in millions):

Balance, December 31, 2011	$	14,474.3
Attributable to 2012 acquisitions	566.0
Foreign currency translation & other	16.3
Balance, September 28, 2012	15,056.6

The carrying value of goodwill by segment as of September 28, 2012 and December 31, 2011 is summarized as follows ($ in millions):

Segment	September 28, 2012		December 31, 2011
Test & Measurement	$	3,220.7	$	3,038.0
Environmental	1,476.0		1,449.2
Life Sciences & Diagnostics	5,859.5		5,842.0
Dental	2,134.6		2,122.1
Industrial Technologies	2,365.8		2,023.0
	$	15,056.6	$	14,474.3

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Stock Transactions And Stock-Based Compensation (Narrative) (Details) (USD $)	0 Months Ended		3 Months Ended	9 Months Ended
	Sep. 28, 2012	May 12, 2010	Sep. 28, 2012	Sep. 28, 2012	Sep. 30, 2011	May 31, 2012	May 09, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (shares)						2,000,000,000	1,000,000,000
Common stock, par value (dollars per share)	$ 0.01		$ 0.01	$ 0.01		$ 0.01		$ 0.01
Stock repurchase program, authorized amount		$ 20,000,000
Treasury stock purchase, shares, acquired				5,000,000
Purchase of treasury stock				(258,480,000)	0
Stock repurchase program, remaining authorized repurchase amount	15,000,000
Common shares reserved for issuance under the 2007 Stock Incentive Plan (shares)	16,000,000		16,000,000	16,000,000
Aggregate intrinsic value of options exercised				161,000,000	73,000,000
Cash receipts due to exercise of options				146,000,000	76,000,000
Tax benefit realized related to exercise of stock options			10,000,000	54,000,000
Tax benefit related to the vesting of restricted stock units			6,000,000	28,000,000
Total number of shares withheld sufficient to fund minimum tax withholding requirements related to the vesting of restricted stock units (shares)				1,000,000
Total value of shares withheld sufficient to fund minimum tax withholding requirements related to the vesting of restricted stock units				62,000,000
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost	145,000,000		145,000,000	145,000,000
Weighted average period for cost to be recognized (in years)				2
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost	$ 141,000,000		$ 141,000,000	$ 141,000,000
Weighted average period for cost to be recognized (in years)				2

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Goodwill (Goodwill By Segment) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 28, 2012	Dec. 31, 2011
Goodwill [Line Items]
Goodwill, carrying value	$ 15,056,604	$ 14,474,323
Test & Measurement
Goodwill [Line Items]
Goodwill, carrying value	3,220,713	3,038,001
Environmental
Goodwill [Line Items]
Goodwill, carrying value	1,475,970	1,449,174
Life Sciences & Diagnostics
Goodwill [Line Items]
Goodwill, carrying value	5,859,566	5,842,028
Dental
Goodwill [Line Items]
Goodwill, carrying value	2,134,572	2,122,142
Industrial Technologies
Goodwill [Line Items]
Goodwill, carrying value	$ 2,365,783	$ 2,022,978

XML

Acquisitions (Results Of Operations If Acquisition Was Consummated) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
Business Combinations [Abstract]
Sales	$ 4,415,985	$ 4,565,797	$ 13,440,122	$ 13,567,128
Net earnings from continuing operations	$ 547,840	$ 588,800	$ 1,672,790	$ 1,453,276
Diluted earnings per share from continuing operations (dollars per share)	$ 0.77	$ 0.83	$ 2.35	$ 2.06

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Stock Transactions And Stock-Based Compensation (Components Of Stock-Based Compensation Program) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	$ 29,000	$ 25,700	$ 79,419	$ 71,616
Income tax benefit	(8,900)	(8,700)	(25,100)	(23,600)
Stock-based compensation expense, net of income taxes	20,100	17,000	54,300	48,000
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	16,000	13,600	43,200	34,000
Income tax benefit	(4,900)	(5,100)	(14,100)	(12,700)
Stock-based compensation expense, net of income taxes	11,100	8,500	29,100	21,300
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	13,000	12,100	36,200	37,600
Income tax benefit	(4,000)	(3,600)	(11,000)	(10,900)
Stock-based compensation expense, net of income taxes	$ 9,000	$ 8,500	$ 25,200	$ 26,700

XML

Segment Information (Segment Results) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012 Business_Segments	Sep. 30, 2011
Segment Reporting Information [Line Items]
Number of segments reported (Business Segments)			5
Sales	$ 4,415,543	$ 4,445,787	$ 13,285,222	$ 11,373,856
Operating Profit	755,809	643,155	2,301,951	1,837,965
Test & Measurement
Segment Reporting Information [Line Items]
Sales	814,536	856,715	2,517,296	2,535,455
Operating Profit	163,624	205,204	539,408	567,655
Environmental
Segment Reporting Information [Line Items]
Sales	754,457	734,630	2,212,914	2,133,238
Operating Profit	162,381	158,535	456,618	445,774
Life Sciences & Diagnostics
Segment Reporting Information [Line Items]
Sales	1,518,121	1,567,432	4,647,431	2,898,828
Operating Profit	185,658	52,024	599,425	177,003
Dental
Segment Reporting Information [Line Items]
Sales	488,857	492,545	1,452,371	1,460,738
Operating Profit	75,994	71,446	206,458	175,954
Industrial Technologies
Segment Reporting Information [Line Items]
Sales	839,572	794,465	2,455,210	2,345,597
Operating Profit	183,420	174,184	531,573	514,452
Equity Method Earnings Of Apex Joint Venture
Segment Reporting Information [Line Items]
Operating Profit	18,536	15,991	50,911	44,926
Other
Segment Reporting Information [Line Items]
Operating Profit	$ (33,804)	$ (34,229)	$ (82,442)	$ (87,799)

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Financing Transactions (Components Of Debt) (Details) In Thousands, unless otherwise specified	Sep. 28, 2012 USD ($)	Dec. 31, 2011 USD ($)	Sep. 28, 2012 Eurobond Senior Notes USD ($)	Sep. 28, 2012 Eurobond Senior Notes EUR (€)	Dec. 31, 2011 Eurobond Senior Notes USD ($)	Dec. 31, 2011 Eurobond Senior Notes EUR (€)	Sep. 28, 2012 2013 Notes USD ($)	Dec. 31, 2011 2013 Notes USD ($)	Sep. 28, 2012 2014 Notes USD ($)	Dec. 31, 2011 2014 Notes USD ($)	Sep. 28, 2012 2016 Notes USD ($)	Dec. 31, 2011 2016 Notes USD ($)	Sep. 28, 2012 2018 Notes USD ($)	Dec. 31, 2011 2018 Notes USD ($)	Sep. 28, 2012 2019 Notes USD ($)	Dec. 31, 2011 2019 Notes USD ($)	Sep. 28, 2012 2021 Notes USD ($)	Dec. 31, 2011 2021 Notes USD ($)	Sep. 28, 2012 Zero-Coupon LYONs USD ($)	Dec. 31, 2011 Zero-Coupon LYONs USD ($)
Debt Instrument [Line Items]
U.S. dollar-denominated commercial paper	$ 537,541	$ 977,288
Other notes payable			642,400	500,000	647,300	500,000
Senior notes							300,000	300,000	400,000	400,000	500,000	500,000	500,000	500,000	750,000	750,000	600,000	600,000
Zero-coupon LYONs due 2021																			292,712	379,609
Other	191,568	250,995
Subtotal	4,714,221	5,305,192
Less - currently payable	55,063	98,392
Long-term debt	$ 4,659,158	$ 5,206,800
Interest rate of debt instrument			4.50%	4.50%					1.30%		2.30%		5.625%		5.40%		3.90%		0.00%

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General

9 Months Ended

Sep. 28, 2012

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, 2011 and the Notes thereto included in the Company’s 2011 Annual Report on Form 10-K.

In the opinion of the registrant, 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 28, 2012 and December 31, 2011, and its results of operations for the three and nine months ended September 28, 2012 and September 30, 2011 and its cash flows for the nine months then ended. Refer to Note 3 for a discussion of the impact on the financial statement presentation resulting from the Company’s sale of its Pacific Scientific Aerospace (“PSA”), Accu-Sort (“ASI”) and Kollmorgen Electro-Optical (“KEO”) businesses.

Other Comprehensive Income - The components of other comprehensive income presented on a pre-tax basis and the associated income tax impact for the three and nine month periods ended September 28, 2012 and September 30, 2011 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 postretirement plan benefits			Unrealized gain (loss) on available-for- sale securities			Total other comprehensive income (loss)
For the Three Months Ended September 28, 2012:
Before income tax amount	$	193.5		$	12.7		$	37.2		$	243.4
Income tax expense	—			(4.6		)	(14.0		)	(18.6		)
Net of income tax amount	$	193.5		$	8.1		$	23.2		$	224.8
For the Three Months Ended September 30, 2011:
Before income tax amount	$	(490.9	)	$	7.5		$	(95.1	)	$	(578.5	)
Income tax (expense) benefit	—			(2.6		)	33.2			30.6
Net of income tax amount	$	(490.9	)	$	4.9		$	(61.9	)	$	(547.9	)
For the Nine Months Ended September 28, 2012:
Before income tax amount	$	93.4		$	33.0		$	115.9		$	242.3
Income tax expense	—			(12.0		)	(43.5		)	(55.5		)
Net of income tax amount	$	93.4		$	21.0		$	72.4		$	186.8
For the Nine Months Ended September 30, 2011:
Before income tax amount	$	(125.2	)	$	22.3		$	(54.0	)	$	(156.9	)
Income tax (expense) benefit	—			(7.9		)	18.9			11.0
Net of income tax amount	$	(125.2	)	$	14.4		$	(35.1	)	$	(145.9	)

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Subsequent Event (Details) (Apex [Member], USD $)	1 Months Ended
	Oct. 31, 2012	Sep. 28, 2012
Apex [Member]
Subsequent Event [Line Items]
Equity method investment, ownership percentage		50.00%
Proceeds from sale of equity method investment	$ 1,600,000,000
Equity method investment, net sales proceeds	$ 650,000,000

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Fair Value Measurements (Narrative) (Details) In Millions, unless otherwise specified		3 Months Ended		9 Months Ended
	Sep. 28, 2012 USD ($)	Sep. 28, 2012 Beckman Coulter USD ($)	Sep. 30, 2011 Beckman Coulter USD ($)	Sep. 28, 2012 Beckman Coulter USD ($)	Sep. 30, 2011 Beckman Coulter USD ($)	Sep. 28, 2012 Japanese Yen JPY (¥)
Fair Value Measurements [Line Items]
Japanese currency swap instruments bought, monthly basis (Japanese Yen)						¥ 184
Exchange rate of Japanese yen per United States dollar (US Dollars per Japanese Yen)						102.25
Aggregate purchase commitment	160					12,500
Derivative, gain (loss) on currency swap		$ 2	$ 7	$ 6	$ 7

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Stock Transactions And Stock-Based Compensation (Tables)

9 Months Ended

Sep. 28, 2012

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 model to value options granted during the nine months ended September 28, 2012:

Risk-free interest rate	0.7 – 1.7%
Weighted average volatility	30.4%
Dividend yield	0.2%
Expected years until exercise	6.0 to 8.5

Components Of Stock-Based Compensation Program

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

	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
RSUs and restricted shares:
Pre-tax compensation expense	$	16.0		$	13.6		$	43.2		$	34.0
Income tax benefit	(4.9		)	(5.1		)	(14.1		)	(12.7		)
RSU and restricted share expense, net of income taxes	$	11.1		$	8.5		$	29.1		$	21.3
Stock options:
Pre-tax compensation expense	$	13.0		$	12.1		$	36.2		$	37.6
Income tax benefit	(4.0		)	(3.6		)	(11.0		)	(10.9		)
Stock option expense, net of income taxes	$	9.0		$	8.5		$	25.2		$	26.7
Total stock-based compensation expense:
Pre-tax compensation expense	$	29.0		$	25.7		$	79.4		$	71.6
Income tax benefit	(8.9		)	(8.7		)	(25.1		)	(23.6		)
Total stock-based compensation expense, net of income taxes	$	20.1		$	17.0		$	54.3		$	48.0

Option Activity Under The Company's Stock Plans

Option activity under the Company’s stock plans during the nine months ended September 28, 2012 was as follows (in thousands; 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, 2011	32,454		$	32.98
Granted	3,939		$	52.20
Exercised	(5,903	)	$	25.32
Cancelled / forfeited	(979	)	$	39.86
Outstanding as of September 28, 2012	29,511		$	36.85	6	$	540,044
Vested and Expected to Vest as of September 28, 2012 (1)	28,656		$	36.56	6	$	532,836
Exercisable as of September 28, 2012	16,745		$	31.81	4	$	390,864

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

RSU And Restricted Shares Activity

The following table summarizes information on unvested RSUs and restricted shares activity during the nine months ended September 28, 2012:

	Number of RSUs / Restricted Shares (in thousands)		Weighted-Average Grant-Date  Fair Value
Unvested as of December 31, 2011	5,979		$	37.72
Granted	1,639		$	52.15
Vested	(1,553	)	$	33.26
Forfeited	(393	)	$	39.45
Unvested as of September 28, 2012	5,672		$	42.99

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Defined Benefit Plans (Tables)

9 Months Ended

Sep. 28, 2012

Defined Benefit Plans

Defined Benefit Plan Disclosure [Line Items]

Components Of Net Periodic Benefit Cost

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

U.S. Pension Benefits
	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Service cost	$	1.3		$	5.7		$	4.3		$	8.9
Interest cost	26.0			28.1			75.8			62.7
Expected return on plan assets	(32.8		)	(34.9		)	(97.2		)	(79.7		)
Amortization of actuarial loss	12.7			7.3			31.7			21.9
Net periodic cost	$	7.2		$	6.2		$	14.6		$	13.8

Non-U.S. Pension Benefits
	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Service cost	$	5.9		$	5.5		$	17.5		$	11.9
Interest cost	10.7			11.7			32.2			28.1
Expected return on plan assets	(8.1		)	(8.5		)	(24.4		)	(18.9		)
Amortization of actuarial loss	1.1			0.8			3.4			2.4
Amortization of prior service costs	(0.1		)	(0.1		)	(0.3		)	(0.2		)
Settlement losses (gains) recognized	—			—			0.9			(0.3		)
Net periodic cost	$	9.5		$	9.4		$	29.3		$	23.0

Other Post-Retirement Benefits

Defined Benefit Plan Disclosure [Line Items]

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 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Service cost	$	0.3		$	0.5		$	1.3		$	1.1
Interest cost	2.4			3.1			7.8			6.1
Amortization of prior service credits	(1.4		)	(1.6		)	(4.2		)	(4.4		)
Amortization of actuarial loss	0.4			1.1			2.4			2.9
Net periodic cost	$	1.7		$	3.1		$	7.3		$	5.7

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Restructuring And Other Related Charges (Accrual Balance And Utilization Of Restructuring Cost) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 28, 2012
Restructuring Reserve [Roll Forward]
Restructuring Charges Opening Balance	$ 124.2
Restructuring Charges Paid/Settled	(101.8)
Restructuring Charges Closing Balance	22.4
Employee Severance And Related
Restructuring Reserve [Roll Forward]
Restructuring Charges Opening Balance	116.7
Restructuring Charges Paid/Settled	(96.0)
Restructuring Charges Closing Balance	20.7
Facility Exit And Related
Restructuring Reserve [Roll Forward]
Restructuring Charges Opening Balance	7.5
Restructuring Charges Paid/Settled	(5.8)
Restructuring Charges Closing Balance	$ 1.7

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Fair Value Measurements (Financial Assets And Liabilities Carried At Fair Value) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 28, 2012	Dec. 31, 2011
Assets:
Available-for-sale securities, Assets	$ 402,900	$ 287,000
Liabilities:
Deferred compensation plans, Liabilities	63,400	58,200
Currency swap agreement, Liabilities	42,400	53,900
Quoted Prices In Active Market (Level 1)
Assets:
Available-for-sale securities, Assets	402,862	287,007
Liabilities:
Deferred compensation plans, Liabilities	0	0
Currency swap agreement, Liabilities	0	0
Significant Other Observable Inputs (Level 2)
Assets:
Available-for-sale securities, Assets	0	0
Liabilities:
Deferred compensation plans, Liabilities	63,429	58,191
Currency swap agreement, Liabilities	42,413	53,888
Significant Unobservable Inputs (Level 3)
Assets:
Available-for-sale securities, Assets	0	0
Liabilities:
Deferred compensation plans, Liabilities	0	0
Currency swap agreement, Liabilities	$ 0	$ 0

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Restructuring And Other Related Charges (Tables)

9 Months Ended

Sep. 28, 2012

Restructuring Charges [Abstract]

Accrual Balance And Utilization Of Restructuring Cost

The table below summarizes the accrual balance and utilization by type of restructuring cost associated with the 2011 actions ($ in millions):

	Balance as of		Paid/			Balance as of
	December 31, 2011		Settled			September 28, 2012
Restructuring Charges:
Employee severance and related	$	116.7	$	(96.0	)	$	20.7
Facility exit and related	7.5		(5.8		)	1.7
	$	124.2	$	(101.8	)	$	22.4

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Contingencies (Tables)

9 Months Ended

Sep. 28, 2012

Commitments and Contingencies Disclosure [Abstract]

Warranty Accrual

The following is a rollforward of the Company’s accrued warranty liability for the nine months ended September 28, 2012 ($ in millions):

Balance, December 31, 2011	$	136.9
Accruals for warranties issued during the period	93.3
Settlements made	(98.3		)
Additions due to acquisitions	2.2
Effect of foreign currency translation	0.1
Balance, September 28, 2012	$	134.2

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Consolidated Condensed Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 28, 2012	Sep. 30, 2011
Cash flows from operating activities:
Net earnings	$ 1,761,796	$ 1,601,550
Less: earnings from discontinued operations, net of income taxes	92,858	229,817
Net earnings from continuing operations	1,668,938	1,371,733
Non-cash items:
Depreciation	368,481	229,567
Amortization	251,947	201,735
Stock compensation expense	79,419	71,616
Earnings from unconsolidated joint venture, net of cash dividends received	(31,486)	(24,059)
Change in trade accounts receivable, net	134,498	551
Change in inventories	(53,573)	13,592
Change in trade accounts payable	38,483	27,483
Change in prepaid expenses and other assets	110,087	60,903
Change in accrued expenses and other liabilities	104,471	(37,278)
Total operating cash provided by continuing operations	2,671,265	1,915,843
Total operating cash used in discontinued operations	(55,938)	(116,769)
Net cash provided by operating activities	2,615,327	1,799,074
Cash flows from investing activities:
Payments for additions to property, plant and equipment	(333,379)	(214,822)
Proceeds from disposals of property, plant and equipment and other assets	23,225	10,285
Proceeds from contribution of businesses to joint venture	0	12,454
Cash paid for acquisitions	(972,823)	(6,087,087)
Total investing cash used in continuing operations	(1,282,977)	(6,279,170)
Total investing cash used in discontinued operations	(26)	(4,681)
Proceeds from the sale of discontinued operations	337,470	680,105
Net cash used in investing activities	(945,533)	(5,603,746)
Cash flows from financing activities:
Proceeds from the issuance of common stock	143,266	1,060,272
Payment of dividends	(52,038)	(44,129)
Purchase of treasury stock	(258,480)	0
Net (repayments of) proceeds from borrowings (maturities of 90 days or less)	(495,047)	1,416,071
Proceeds of borrowings (maturities longer than 90 days)	0	1,785,764
Repayments of borrowings (maturities longer than 90 days)	(3,435)	(1,594,573)
Net cash (used in) provided by financing activities	(665,734)	2,623,405
Effect of exchange rate changes on cash and equivalents	274	32,655
Net change in cash and equivalents	1,004,334	(1,148,612)
Beginning balance of cash and equivalents	537,001	1,632,980
Ending balance of cash and equivalents	1,541,335	484,368
Supplemental disclosures:
Cash interest payments	126,862	108,546
Cash income tax payments (including $41 million and $85 million for the nine month periods ended September 28, 2012 and September 30, 2011, respectively, related to the gain on sale of discontinued operations - refer to Note 3)	226,185	367,890
Discontinued Operation or Asset Disposal [Member]
Supplemental disclosures:
Cash income tax payments (including $41 million and $85 million for the nine month periods ended September 28, 2012 and September 30, 2011, respectively, related to the gain on sale of discontinued operations - refer to Note 3)	$ 41,300	$ 85,000

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Net Earnings Per Share From Continuing Operations (Tables)

9 Months Ended

Sep. 28, 2012

Earnings Per Share [Abstract]

Components Of Basic And Diluted Earnings Per Share

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

	Net Earnings From Continuing Operations (Numerator)		Shares (Denominator)	Per Share Amount
For the Three Months Ended September 28, 2012:
Basic EPS	$	548.7	695.2	$	0.79
Adjustment for interest on convertible debentures	1.4		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.4
Incremental shares from assumed conversion of the convertible debentures	—		10.3
Diluted EPS	$	550.1	713.9	$	0.77
For the Three Months Ended September 30, 2011:
Basic EPS	$	515.4	687.3	$	0.75
Adjustment for interest on convertible debentures	1.6		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		9.4
Incremental shares from assumed conversion of the convertible debentures	—		13.7
Diluted EPS	$	517.0	710.4	$	0.73

	Net Earnings From Continuing Operations (Numerator)		Shares (Denominator)	Per Share Amount
For the Nine Months Ended September 28, 2012:
Basic EPS	$	1,668.9	694.1	$	2.40
Adjustment for interest on convertible debentures	4.4		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		9.9
Incremental shares from assumed conversion of the convertible debentures	—		10.3
Diluted EPS	$	1,673.3	714.3	$	2.34
For the Nine Months Ended September 30, 2011:
Basic EPS	$	1,371.7	672.0	$	2.04
Adjustment for interest on convertible debentures	5.4		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		12.1
Incremental shares from assumed conversion of the convertible debentures	—		13.7
Diluted EPS	$	1,377.1	697.8	$	1.97

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Discontinued Operations (Schedule Of Discontinued Operations - Aggregate Components Of Assets And Liabilities Classified As Discontinued Operations) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011
Discontinued Operations and Disposal Groups [Abstract]
Accounts receivable, net	$ 82,691
Inventories	10,485
Prepaid expenses and other	9,410
Property, plant and equipment, net	31,464
Goodwill and other intangibles, net	103,976
Total assets	238,000
Accounts payable	32,721
Accrued expenses and other	47,831
Total liabilities	$ 80,500

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Stock Transactions And Stock-Based Compensation (Option Activity Under The Company's Stock Plans) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	9 Months Ended
	Sep. 28, 2012 Y
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding as of December 31,2011, Options (shares)	32,454
Granted, Options (shares)	3,939
Exercised, Options (shares)	(5,903)
Cancelled / forfeited, Options (shares)	(979)
Outstanding as of September 28, 2012, Options (shares)	29,511
Outstanding as of December 31, 2011, Weighted Average Exercise Price (dollars per share)	$ 32.98
Granted, Weighted Average Exercise Price (dollars per share)	$ 52.20
Exercised, Weighted Average Exercise Price (dollars per share)	$ 25.32
Cancelled / forfeited, Weighted Average Exercise Price (dollars per share)	$ 39.86
Outstanding as of September 28, 2012, Weighted Average Exercise Price (dollars per share)	$ 36.85
Outstanding as of September 28, 2012, Weighted Average Remaining Contractual Term (in Years)	6
Outstanding as of September 28, 2012, Aggregate Intrinsic Value	$ 540,044
Vested and Expected to Vest as of September 28, 2012, Options (Shares)	28,656	[1]
Vested and Expected to Vest as of September 28, 2012, Weighted Average Exercise Price (dollars per share)	$ 36.56	[1]
Vested and Expected to Vest as of September 28, 2012, Weighted Average Remaining Contractual Term (in Years)	6	[1]
Vested and Expected to Vest as of September 28, 2012, Aggregate Intrinsic Value	532,836	[1]
Exercisable as of September 28, 2012, Options (shares)	16,745
Exercisable as of September 28, 2012, Weighted Average Exercise Price (dollars per share)	$ 31.81
Exercisable as of September 28, 2012, Weighted Average Remaining Contractual Term (in Years)	4
Exercisable as of September 28, 2012, Aggregate Intrinsic Value	$ 390,864

[1] The “Expected to Vest” options are the net unvested options that remain after applying the pre-vesting forfeiture rate assumption to total unvested options.

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Consolidated Condensed Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 28, 2012	Dec. 31, 2011
ASSETS
Cash and equivalents	$ 1,541,335	$ 537,001
Trade accounts receivable, net	2,984,728	3,049,895
Inventories:
Finished goods	935,987	930,914
Work in process	304,079	262,191
Raw material and supplies	642,304	588,247
Total inventories	1,882,370	1,781,352
Prepaid expenses and other current assets	499,567	904,109
Total current assets	6,908,000	6,272,357
Property, plant and equipment, net of accumulated depreciation of $1,870,658 and $1,665,983, respectively	2,062,952	2,100,990
Investment in joint venture	560,629	521,882
Other assets	893,162	739,686
Goodwill	15,056,604	14,474,323
Other intangible assets, net	6,104,073	5,840,209
Total assets	31,585,420	29,949,447
Current Liabilities:
Notes payable and current portion of long-term debt	55,063	98,392
Trade accounts payable	1,492,632	1,422,438
Accrued expenses and other liabilities	2,386,994	2,651,198
Total current liabilities	3,934,689	4,172,028
Other long-term liabilities	4,038,807	3,598,851
Long-term debt	4,659,158	5,206,800
Stockholders' Equity:
Common stock - $0.01 par value	7,718	7,611
Additional paid-in capital	3,961,867	3,877,240
Retained earnings	14,766,627	13,056,869
Accumulated other comprehensive income (loss)	149,874	(36,937)
Total Danaher stockholders' equity	18,886,086	16,904,783
Non-controlling interests	66,680	66,985
Total stockholders' equity	18,952,766	16,971,768
Total liabilities and stockholders' equity	$ 31,585,420	$ 29,949,447

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Fair Value Measurements (Carrying Amounts And Fair Values Of Financial Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 28, 2012		Dec. 31, 2011
Assets:
Available-for-sale securities	$ 402,900		$ 287,000
Liabilities:
Currency swap agreement	42,400		53,900
Carrying Amount
Assets:
Available-for-sale securities	402,862		287,007
Liabilities:
Short-term borrowings	55,063		98,392
Long-term borrowings	4,659,158		5,206,800
Currency swap agreement	42,413		53,888
Fair Value
Assets:
Available-for-sale securities	402,862	[1]	287,007
Liabilities:
Short-term borrowings	55,063	[1]	98,392
Long-term borrowings	5,320,900	[1]	5,790,100
Currency swap agreement	$ 42,413	[1]	$ 53,888

[1] Effective January 1, 2012, the Company is required to disclose, on a prospective basis, the level within the fair value hierarchy at which the fair values of the financial instruments are categorized. As of September 28, 2012, available-for-sale securities and short and long-term borrowings were categorized as level 1, while the currency swap agreement was categorized as level 2.

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Consolidated Condensed Statement Of Stockholders' Equity (USD $) In Thousands, unless otherwise specified	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Non-Controlling Interests
Balance, value at Dec. 31, 2011	$ 16,971,768	$ 7,611	$ 3,877,240	$ 13,056,869	$ (36,937)	$ 66,985
Balance, shares (shares) at Dec. 31, 2011		761,067
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings for the period	1,761,796			1,761,796
Other comprehensive income	186,800				186,811
Dividends declared				(52,038)
Common stock based award activity, value		74	222,580
Common stock based award activity, shares		7,456
Common stock issued in connection with LYONs' conversions including tax benefit of $27.7 million, value		33	120,527
Common stock issued in connection with LYONs' conversions including tax benefit of $27.7 million, shares (shares)		3,315
Treasury stock purchase (5.0 million shares)	(258,480)		(258,480)
Change in non-controlling interests						(305)
Balance, value at Sep. 28, 2012	$ 18,952,766	$ 7,718	$ 3,961,867	$ 14,766,627	$ 149,874	$ 66,680
Balance, shares (shares) at Sep. 28, 2012		771,838

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Net Earnings Per Share From Continuing Operations (Narrative) (Details) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
Earnings Per Share [Abstract]
Options excluded from diluted earnings per share calculation (anti-dilutive) (shares)	2	3	2	2

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Acquisitions (Narrative) (Details) (USD $)	9 Months Ended
	Sep. 28, 2012 Businesses	Sep. 30, 2011
Business Combinations [Abstract]
Businesses acquired (businesses)	10
Net cash consideration	$ 972,823,000	$ 6,087,087,000
Aggregate annual sales of additional businesses	405,000,000
Goodwill related to acquisitions	$ 565,976,000

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General (Tables)

9 Months Ended

Sep. 28, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Components Of Other Comprehensive Income

The components of other comprehensive income presented on a pre-tax basis and the associated income tax impact for the three and nine month periods ended September 28, 2012 and September 30, 2011 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 postretirement plan benefits			Unrealized gain (loss) on available-for- sale securities			Total other comprehensive income (loss)
For the Three Months Ended September 28, 2012:
Before income tax amount	$	193.5		$	12.7		$	37.2		$	243.4
Income tax expense	—			(4.6		)	(14.0		)	(18.6		)
Net of income tax amount	$	193.5		$	8.1		$	23.2		$	224.8
For the Three Months Ended September 30, 2011:
Before income tax amount	$	(490.9	)	$	7.5		$	(95.1	)	$	(578.5	)
Income tax (expense) benefit	—			(2.6		)	33.2			30.6
Net of income tax amount	$	(490.9	)	$	4.9		$	(61.9	)	$	(547.9	)
For the Nine Months Ended September 28, 2012:
Before income tax amount	$	93.4		$	33.0		$	115.9		$	242.3
Income tax expense	—			(12.0		)	(43.5		)	(55.5		)
Net of income tax amount	$	93.4		$	21.0		$	72.4		$	186.8
For the Nine Months Ended September 30, 2011:
Before income tax amount	$	(125.2	)	$	22.3		$	(54.0	)	$	(156.9	)
Income tax (expense) benefit	—			(7.9		)	18.9			11.0
Net of income tax amount	$	(125.2	)	$	14.4		$	(35.1	)	$	(145.9	)

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Acquisitions (Fair Values Of The Assets Acquired And Liabilities Assumed) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 28, 2012
Business Combinations [Abstract]
Accounts receivable	$ 63,517
Inventories	36,168
Property, plant and equipment	11,775
Goodwill	565,976
Other intangible assets, primarily trade names, customer relationships and patents	446,348
In-process research and development	58,135
Accounts payable	(28,761)
Other assets and liabilities, net	(180,335)
Net cash consideration	$ 972,800

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Discontinued Operations (Tables)

9 Months Ended

Sep. 28, 2012

Key Components Of Income From Discontinued Operations

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Schedule Of Discontinued Operations

The key components of income from discontinued operations were as follows ($ in millions):

	Three Months Ended					Nine Months Ended
	September 28, 2012		September 30, 2011			September 28, 2012			September 30, 2011
Net sales	$	—	$	72.3		$	9.9		$	312.2
Operating expenses	—		(59.3		)	(11.2		)	(266.3		)
Allocated interest expense	—		(0.4		)	—			(1.6		)
Earnings (loss) before income taxes	—		12.6			(1.3		)	44.3
Income tax (expense) benefit	—		(4.6		)	0.5			(16.2		)
Earnings (loss) from discontinued operations	—		8.0			(0.8		)	28.1
Gain on sale, net of $55 million and $126 million of related income taxes for the nine month periods ended September 28, 2012 and September 30, 2011, respectively	—		—			93.7			201.7
Earnings from discontinued operations, net of income taxes	$	—	$	8.0		$	92.9		$	229.8

Aggregate Components Of Assets And Liabilities Classified As Discontinued Operations

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Schedule Of Discontinued Operations

As of December 31, 2011, the aggregate components of assets and liabilities classified as held-for-sale and included in other current assets and other current liabilities consisted of the following ($ in millions):

Accounts receivable, net	$	82.7
Inventories	10.5
Prepaid expenses and other	9.3
Property, plant and equipment, net	31.5
Goodwill and other intangibles, net	104.0
Total assets	$	238.0
Accounts payable	$	32.7
Accrued expenses and other	47.8
Total liabilities	$	80.5

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Consolidated Condensed Statement Of Stockholders' Equity (Parenthetical) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 28, 2012
Common stock issued in connection with LYONs' conversions, tax benefit	$ 27.7
Treasury stock purchase, shares, acquired	5.0

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Consolidated Condensed Balance Sheets (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Sep. 28, 2012	Dec. 31, 2011
Property, plant and equipment, accumulated depreciation	$ 1,870,658	$ 1,665,983
Common stock, par value (dollars per share)	$ 0.01	$ 0.01

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Restructuring And Other Related Charges

9 Months Ended

Sep. 28, 2012

Restructuring Charges [Abstract]

Restructuring And Other Related Charges

RESTRUCTURING AND OTHER RELATED CHARGES

During 2011, the Company recorded pre-tax restructuring and other related charges totaling $179 million. These costs were incurred to position the Company to provide superior products and services to its customers in a cost efficient manner, and in light of the uncertain macro-economic environment. For a full description of the Company’s restructuring activities, reference is made to Note 18 of the Company’s financial statements as of and for the year ended December 31, 2011 included in the Company’s 2011 Annual Report on Form 10-K.

Substantially all restructuring activities initiated in 2011 were completed by December 31, 2011. The Company expects substantially all cash payments associated with remaining termination benefits will be paid during 2012. The table below summarizes the accrual balance and utilization by type of restructuring cost associated with the 2011 actions ($ in millions):

	Balance as of		Paid/			Balance as of
	December 31, 2011		Settled			September 28, 2012
Restructuring Charges:
Employee severance and related	$	116.7	$	(96.0	)	$	20.7
Facility exit and related	7.5		(5.8		)	1.7
	$	124.2	$	(101.8	)	$	22.4

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Document And Entity Information	9 Months Ended
	Sep. 28, 2012	Oct. 12, 2012
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 28, 2012
Document Fiscal Year Focus	2012
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		692,687,947

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Contingencies

9 Months Ended

Sep. 28, 2012

Commitments and Contingencies Disclosure [Abstract]

Contingencies

CONTINGENCIES

For a description of the Company’s litigation and contingencies, reference is made to Note 14 of the Company’s financial statements as of and for the year ended December 31, 2011 included in the Company’s 2011 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.

In certain cases, the Company will sell extended warranty or maintenance agreements. The proceeds from these agreements is deferred and recognized as revenue over the term of the agreement.

The following is a rollforward of the Company’s accrued warranty liability for the nine months ended September 28, 2012 ($ in millions):

Balance, December 31, 2011	$	136.9
Accruals for warranties issued during the period	93.3
Settlements made	(98.3		)
Additions due to acquisitions	2.2
Effect of foreign currency translation	0.1
Balance, September 28, 2012	$	134.2

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Consolidated Condensed Statements Of Earnings (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
Sales	$ 4,415,543	$ 4,445,787	$ 13,285,222	$ 11,373,856
Cost of sales	(2,137,541)	(2,262,706)	(6,416,220)	(5,524,373)
Gross profit	2,278,002	2,183,081	6,869,002	5,849,483
Operating costs and other:
Selling, general and administrative expenses	(1,251,212)	(1,268,411)	(3,774,719)	(3,320,038)
Research and development expenses	(289,517)	(287,506)	(843,243)	(736,406)
Earnings from unconsolidated joint venture	18,536	15,991	50,911	44,926
Operating profit	755,809	643,155	2,301,951	1,837,965
Non-operating income (expense):
Loss on early extinguishment of debt	0	(32,887)	0	(32,887)
Interest expense	(39,361)	(42,362)	(116,660)	(104,213)
Interest income	722	392	2,188	4,787
Earnings from continuing operations before income taxes	717,170	568,298	2,187,479	1,705,652
Income taxes	(168,435)	(52,890)	(518,541)	(333,919)
Net earnings from continuing operations	548,735	515,408	1,668,938	1,371,733
Earnings from discontinued operations, net of income taxes	0	8,020	92,858	229,817
Net earnings	$ 548,735	$ 523,428	$ 1,761,796	$ 1,601,550
Net earnings per share from continuing operations:
Basic (dollars per share)	$ 0.79	$ 0.75	$ 2.40	$ 2.04
Diluted (dollars per share)	$ 0.77	$ 0.73	$ 2.34	$ 1.97
Net earnings per share from discontinued operations:
Basic (dollars per share)	$ 0.00	$ 0.01	$ 0.13	$ 0.34
Diluted (dollars per share)	$ 0.00	$ 0.01	$ 0.13	$ 0.33
Net earnings per share:
Earnings Per Share, Basic (dollars per share)	$ 0.79	$ 0.76	$ 2.54	$ 2.38
Earnings Per Share, Diluted (dollars per share)	$ 0.77	$ 0.74	$ 2.47	$ 2.30
Average common stock and common equivalent shares outstanding:
Basic (shares)	695,208	687,259	694,095	672,022
Diluted (shares)	713,947	710,403	714,293	697,777

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Goodwill

9 Months Ended

Sep. 28, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

GOODWILL

The following table shows the rollforward of goodwill reflected in the financial statements resulting from the Company’s activities during the nine months ended September 28, 2012 ($ in millions):

Balance, December 31, 2011	$	14,474.3
Attributable to 2012 acquisitions	566.0
Foreign currency translation & other	16.3
Balance, September 28, 2012	15,056.6

The carrying value of goodwill by segment as of September 28, 2012 and December 31, 2011 is summarized as follows ($ in millions):

Segment	September 28, 2012		December 31, 2011
Test & Measurement	$	3,220.7	$	3,038.0
Environmental	1,476.0		1,449.2
Life Sciences & Diagnostics	5,859.5		5,842.0
Dental	2,134.6		2,122.1
Industrial Technologies	2,365.8		2,023.0
	$	15,056.6	$	14,474.3

Goodwill arises from the purchase price for acquired businesses exceeding the fair value of tangible and intangible assets acquired less assumed liabilities and non-controlling interests. Management assesses the goodwill of each of its reporting units for impairment at least annually at the beginning of the fourth quarter and as “triggering” events occur that indicate that it is more likely than not that an impairment exists. The Company’s most recent annual impairment test was performed as of the first day of the Company’s fiscal fourth quarter of 2011 and no impairment was identified. Reporting units resulting from recent acquisitions generally present the highest risk of impairment. Management believes the impairment risk associated with these reporting units typically decreases as such businesses are integrated into the Company and positioned for improved future earnings growth. In measuring the fair value of its reporting units, management relies on a number of factors including operating results, business plans, economic projections, anticipated future cash flows and transactions and market place data. The factors used by management in its impairment analysis are inherently subject to uncertainty. While the Company believes it has made reasonable estimates and assumptions to calculate the fair value of its reporting units, if actual results are not consistent with management’s estimates and assumptions, goodwill may be overstated and a charge would need to be taken against net earnings.

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Discontinued Operations

9 Months Ended

Sep. 28, 2012

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

DISCONTINUED OPERATIONS

In January 2012, the Company completed the sale of its ASI business for a sale price of $132 million in cash. In addition, in February 2012, the Company completed the sale of its KEO business for a sale price of $205 million in cash. These businesses were part of the Industrial Technologies segment. ASI supplies bar code scanning and dimensional measurement systems and KEO designs, develops, manufactures and integrates highly engineered, stabilized electro-optical/ISR systems that integrate into submarines, surface ships, and combat and ground vehicles. The businesses had combined annual revenues of $275 million in 2011. The Company recorded an aggregate after-tax gain on the sale of these businesses of $94 million or $0.13 per diluted share in its first quarter 2012 results in connection with the closing of these transactions.

In April 2011, the Company completed the divestiture of its PSA business for a sale price of $680 million in cash. This business, which was also part of the Industrial Technologies segment and supplies safety, security and electric power components to commercial and military aerospace markets globally, had annual revenues of $377 million in 2010. The Company recorded an after-tax gain on the sale of PSA of $202 million or $0.29 per diluted share in its second quarter 2011 results in connection with the closing of the transaction.

The Company has reported the PSA, ASI and KEO businesses as discontinued operations in its consolidated financial statements. Accordingly, the results of operations for all periods presented reflect these businesses as discontinued operations and the assets and liabilities of these businesses have been classified as held for sale for all periods presented. The Company allocated a portion of the consolidated interest expense to discontinued operations based on the ratio of the discontinued businesses’ net assets to the Company’s consolidated net assets.

The key components of income from discontinued operations were as follows ($ in millions):

	Three Months Ended					Nine Months Ended
	September 28, 2012		September 30, 2011			September 28, 2012			September 30, 2011
Net sales	$	—	$	72.3		$	9.9		$	312.2
Operating expenses	—		(59.3		)	(11.2		)	(266.3		)
Allocated interest expense	—		(0.4		)	—			(1.6		)
Earnings (loss) before income taxes	—		12.6			(1.3		)	44.3
Income tax (expense) benefit	—		(4.6		)	0.5			(16.2		)
Earnings (loss) from discontinued operations	—		8.0			(0.8		)	28.1
Gain on sale, net of $55 million and $126 million of related income taxes for the nine month periods ended September 28, 2012 and September 30, 2011, respectively	—		—			93.7			201.7
Earnings from discontinued operations, net of income taxes	$	—	$	8.0		$	92.9		$	229.8

As of December 31, 2011, the aggregate components of assets and liabilities classified as held-for-sale and included in other current assets and other current liabilities consisted of the following ($ in millions):

Accounts receivable, net	$	82.7
Inventories	10.5
Prepaid expenses and other	9.3
Property, plant and equipment, net	31.5
Goodwill and other intangibles, net	104.0
Total assets	$	238.0
Accounts payable	$	32.7
Accrued expenses and other	47.8
Total liabilities	$	80.5

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Acquisitions (Tables)

9 Months Ended

Sep. 28, 2012

Business Combinations [Abstract]

Fair Values Of The Assets Acquired And Liabilities Assumed

The following table 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 28, 2012 ($ in millions):

	Total
Accounts receivable	$	63.5
Inventories	36.2
Property, plant and equipment	11.8
Goodwill	566.0
Other intangible assets, primarily trade names, customer relationships and patents	446.3
In-process research and development	58.1
Accounts payable	(28.8		)
Other assets and liabilities, net	(180.3		)
Net cash consideration	$	972.8

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 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
Sales	$	4,416.0	$	4,565.8	$	13,440.1	$	13,567.1
Net earnings from continuing operations	547.8		588.8		1,672.8		1,453.3
Diluted earnings per share from continuing operations	$	0.77	$	0.83	$	2.35	$	2.06

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Net Earnings Per Share From Continuing Operations

9 Months Ended

Sep. 28, 2012

Earnings Per Share [Abstract]

Net Earnings Per Share From Continuing Operations

NET EARNINGS PER SHARE FROM CONTINUING OPERATIONS

Basic net earnings per share (“EPS”) from continuing operations is calculated by dividing net earnings from continuing operations by the weighted-average number of common shares outstanding for the applicable period. Diluted net EPS from continuing operations 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 28, 2012, approximately 2 million options to purchase shares were not included in the diluted earnings per share calculation as the impact of their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2011, approximately 3 million and 2 million options to purchase shares, respectively, 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 from continuing operations per share of common stock is summarized as follows ($ and shares in millions, except per share amounts):

	Net Earnings From Continuing Operations (Numerator)		Shares (Denominator)	Per Share Amount
For the Three Months Ended September 28, 2012:
Basic EPS	$	548.7	695.2	$	0.79
Adjustment for interest on convertible debentures	1.4		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.4
Incremental shares from assumed conversion of the convertible debentures	—		10.3
Diluted EPS	$	550.1	713.9	$	0.77
For the Three Months Ended September 30, 2011:
Basic EPS	$	515.4	687.3	$	0.75
Adjustment for interest on convertible debentures	1.6		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		9.4
Incremental shares from assumed conversion of the convertible debentures	—		13.7
Diluted EPS	$	517.0	710.4	$	0.73

	Net Earnings From Continuing Operations (Numerator)		Shares (Denominator)	Per Share Amount
For the Nine Months Ended September 28, 2012:
Basic EPS	$	1,668.9	694.1	$	2.40
Adjustment for interest on convertible debentures	4.4		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		9.9
Incremental shares from assumed conversion of the convertible debentures	—		10.3
Diluted EPS	$	1,673.3	714.3	$	2.34
For the Nine Months Ended September 30, 2011:
Basic EPS	$	1,371.7	672.0	$	2.04
Adjustment for interest on convertible debentures	5.4		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		12.1
Incremental shares from assumed conversion of the convertible debentures	—		13.7
Diluted EPS	$	1,377.1	697.8	$	1.97

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Defined Benefit Plans

9 Months Ended

Sep. 28, 2012

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 non-contributory defined benefit plans ($ in millions):

U.S. Pension Benefits
	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Service cost	$	1.3		$	5.7		$	4.3		$	8.9
Interest cost	26.0			28.1			75.8			62.7
Expected return on plan assets	(32.8		)	(34.9		)	(97.2		)	(79.7		)
Amortization of actuarial loss	12.7			7.3			31.7			21.9
Net periodic cost	$	7.2		$	6.2		$	14.6		$	13.8

Non-U.S. Pension Benefits
	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Service cost	$	5.9		$	5.5		$	17.5		$	11.9
Interest cost	10.7			11.7			32.2			28.1
Expected return on plan assets	(8.1		)	(8.5		)	(24.4		)	(18.9		)
Amortization of actuarial loss	1.1			0.8			3.4			2.4
Amortization of prior service costs	(0.1		)	(0.1		)	(0.3		)	(0.2		)
Settlement losses (gains) recognized	—			—			0.9			(0.3		)
Net periodic cost	$	9.5		$	9.4		$	29.3		$	23.0

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 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Service cost	$	0.3		$	0.5		$	1.3		$	1.1
Interest cost	2.4			3.1			7.8			6.1
Amortization of prior service credits	(1.4		)	(1.6		)	(4.2		)	(4.4		)
Amortization of actuarial loss	0.4			1.1			2.4			2.9
Net periodic cost	$	1.7		$	3.1		$	7.3		$	5.7

Employer Contributions

During 2012, the Company’s cash contribution requirements for its U.S. defined benefit pension plan are not expected to be significant. The Company’s cash contribution requirements for its non-U.S. defined benefit pension plans are expected to be approximately $50 million, although the ultimate amounts to be contributed to the U.S. and non-U.S. plans 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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Net Earnings Per Share From Continuing Operations (Components Of Basic And Diluted Earnings Per Share) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
Earnings Per Share [Abstract]
Basic EPS, Net Earnings From Continuing Operations (Numerator)	$ 548,735	$ 515,408	$ 1,668,938	$ 1,371,733
Basic EPS, Shares (Denominator) (shares)	695,208	687,259	694,095	672,022
Basic EPS, Per Share Amount (dollars per share)	$ 0.79	$ 0.75	$ 2.40	$ 2.04
Adjustment for interest on convertible debentures, Net Earnings From Continuing Operations (Numerator)	1,368	1,637	4,428	5,382
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs, Shares (Denominator) (shares)	8,392	9,473	9,851	12,084
Incremental shares from assumed conversion of the convertible debentures, Shares (Denominator) (shares)	10,347	13,671	10,347	13,671
Diluted EPS, Net Earnings From Continuing Operations (Numerator)	$ 550,103	$ 517,045	$ 1,673,366	$ 1,377,115
Diluted EPS, Shares (Denominator) (shares)	713,947	710,403	714,293	697,777
Diluted EPS, Per Share Amount (dollars per share)	$ 0.77	$ 0.73	$ 2.34	$ 1.97

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Fair Value Measurements

9 Months Ended

Sep. 28, 2012

Fair Value Disclosures [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 as of September 28, 2012 and December 31, 2011 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 28, 2012:
Assets:
Available-for-sale securities	$	402.9	—		—	$	402.9
Liabilities:
Deferred compensation plans	—		$	63.4	—	63.4
Currency swap agreement	—		42.4		—	42.4
December 31, 2011:
Assets:
Available-for-sale securities	287.0		—		—	287.0
Liabilities:
Deferred compensation plans	—		58.2		—	58.2
Currency swap agreement	—		53.9		—	53.9

Available-for-sale securities are measured at fair value using quoted market prices in an active market and 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 this plan are unfunded, unsecured obligations of the Company and are presented as a component of the Company’s compensation and benefits accrual included in accrued expenses 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.

In connection with the acquisition of Beckman Coulter in June 2011, the Company acquired an existing currency swap agreement. The agreement requires the Company to purchase approximately 184 million Japanese Yen (JPY/¥) at a rate of $1/¥102.25 on a monthly basis through June 1, 2018. As of September 28, 2012, the aggregate Japanese Yen purchase commitment was approximately ¥12.5 billion (approximately $160 million based on exchange rates as of September 28, 2012). The currency swap does not qualify for hedge accounting, and as a result changes in the fair value of the currency swap are reflected in selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings each reporting period. During the three and nine months ended September 28, 2012, the Company recorded a pre-tax charge of approximately $2 million and pre-tax income of approximately $6 million, respectively, related to changes in the fair value of this currency swap. During the three and nine months ended September 30, 2011, the Company recorded a pre-tax charge of approximately $7 million related to changes in the fair value of this currency swap. The fair value of the currency swap is included in other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. Since there is not an active market for the currency swap, the Company obtains a market quote based on observable inputs, including foreign currency exchange market data, from the swap counterparties to adjust the currency swap to fair value each quarter.

Fair Value of Financial Instruments

In addition to the fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require interim disclosures regarding the fair value of all of the Company’s financial instruments. The methods and significant assumptions used to estimate the fair value of financial instruments and any changes in methods or significant assumptions from prior periods are also required to be disclosed.

The fair values and carrying amounts of financial instruments as of September 28, 2012 and December 31, 2011 were as follows ($ in millions):

	September 28, 2012				December 31, 2011
	Carrying Amount		Fair Value (1)		Carrying Amount		Fair Value
Assets:
Available-for-sale securities	$	402.9	$	402.9	$	287.0	$	287.0
Liabilities:
Short-term borrowings	55.1		55.1		98.4		98.4
Long-term borrowings	4,659.1		5,320.9		5,206.8		5,790.1
Currency swap agreement	42.4		42.4		53.9		53.9

(1) Effective January 1, 2012, the Company is required to disclose, on a prospective basis, the level within the fair value hierarchy at which the fair values of the financial instruments are categorized. As of September 28, 2012, available-for-sale securities and short and long-term borrowings were categorized as level 1, while the currency swap agreement was categorized as level 2.

The fair values of available-for-sale securities and long-term borrowings were computed based on quoted market prices. The differences 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”)) are attributable to changes in 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 available-for-sale securities represent the Company’s investment in marketable securities that are accounted for at fair value. The currency swap agreement is accounted for at fair value based on a market quote obtained from the swap counterparties on a quarterly basis. The fair values of short-term borrowings, as well as, cash and cash equivalents, trade accounts receivable, net, and trade accounts payable approximate the carrying amounts due to the short-term maturities of these instruments.

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Financing Transactions

9 Months Ended

Sep. 28, 2012

Debt Disclosure [Abstract]

Financing Transactions

FINANCING TRANSACTIONS

As of September 28, 2012, the Company was in compliance with all of its debt covenants. The components of the Company’s debt as of September 28, 2012 and December 31, 2011 were as follows ($ in millions):

	September 28, 2012		December 31, 2011
U.S. dollar-denominated commercial paper	$	537.5	$	977.3
4.5% guaranteed Eurobond notes due 2013 (€500 million)	642.4		647.3
Floating rate senior notes due 2013	300.0		300.0
1.3% senior notes due 2014	400.0		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	292.7		379.6
Other	191.6		251.0
Subtotal	4,714.2		5,305.2
Less – currently payable	55.1		98.4
Long-term debt	$	4,659.1	$	5,206.8

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, 2011 included in the Company’s 2011 Annual Report on Form 10-K.

During the nine months ended September 28, 2012, holders of certain of the Company’s LYONs converted such LYONs into an aggregate of approximately 3.3 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 $28 million was transferred to additional paid-in capital as a result of the conversions.

The Company primarily satisfies any short-term liquidity needs that are not met through operating cash flow and available cash through issuances of commercial paper under its U.S. and Euro commercial paper programs. As of September 28, 2012, borrowings outstanding under the Company’s U.S. commercial paper program had a weighted average interest rate of 0.2% and a weighted average maturity of approximately twenty days. There was no commercial paper outstanding under the Euro commercial paper program as of September 28, 2012. The Company classified its borrowings outstanding under the commercial paper programs as of September 28, 2012, as well as its floating rate senior notes due in June 2013 and its Eurobond notes due in July 2013, 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 28, 2012, 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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Stock Transactions And Stock-Based Compensation

9 Months Ended

Sep. 28, 2012

Share-based Compensation [Abstract]

Stock-Based Compensation

STOCK TRANSACTIONS AND STOCK-BASED COMPENSATION

In May 2012, the Company's shareholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 1 billion shares to 2 billion shares, $0.01 par value per share, which was filed and became effective on May 10, 2012.

On May 11, 2010, the Company's Board of Directors (the "Board") authorized 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 Company's repurchase program. The timing and amount of any shares repurchased 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.

Pursuant to the stock repurchase program, during the three months ended September 28, 2012, the Company repurchased approximately 5 million shares of Company common stock in open market transactions at a cost of $258 million. At September 28, 2012, the Company had approximately 15 million shares remaining for stock repurchases under the existing Board authorization.

The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted, including stock options, restricted stock units (“RSUs”) and restricted shares, based on the fair value of the award as of the grant date. The Company recognizes the compensation expense over the requisite service period, which is generally the vesting period. The fair value for RSU and restricted stock awards is calculated using the closing price of the Company’s common stock on the date of grant. The fair value of the options granted is calculated using a Black-Scholes Merton option pricing model (“Black-Scholes”).

For a full description of the Company’s stock-based compensation, reference is made to Note 17 of the Company’s financial statements as of and for the year ended December 31, 2011 included in the Company’s 2011 Annual Report on Form 10-K. As of September 28, 2012, approximately 16 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 model to value options granted during the nine months ended September 28, 2012:

Risk-free interest rate	0.7 – 1.7%
Weighted average volatility	30.4%
Dividend yield	0.2%
Expected years until exercise	6.0 to 8.5

The Black-Scholes model incorporates assumptions to value stock-based awards. The risk-free rate of interest for periods within the contractual life of the option is based on a zero-coupon U.S. government instrument whose maturity period equals or approximates the option’s expected term. Expected volatility is based on implied volatility from traded options on the Company’s stock and historical volatility of the Company’s stock. The dividend yield is calculated by dividing the Company’s annual dividend, based on the most recent quarterly dividend rate, by the closing stock price on the grant date. To estimate the option exercise timing to be used in the valuation model, in addition to considering the vesting period and contractual term of the option, the Company analyzes and considers actual historical exercise data for previously granted options. The Company stratifies its employee population into multiple groups for option valuation and attribution purposes based upon distinctive patterns of forfeiture rates and option holding periods.

The amount of stock-based compensation expense recognized during a period is also based on the portion of the awards that are ultimately expected to vest. The Company estimates pre-vesting forfeitures at the time of grant by analyzing historical data and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. Ultimately, the total expense recognized over the vesting period will equal the fair value of awards as of the grant date that actually vest.

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

	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
RSUs and restricted shares:
Pre-tax compensation expense	$	16.0		$	13.6		$	43.2		$	34.0
Income tax benefit	(4.9		)	(5.1		)	(14.1		)	(12.7		)
RSU and restricted share expense, net of income taxes	$	11.1		$	8.5		$	29.1		$	21.3
Stock options:
Pre-tax compensation expense	$	13.0		$	12.1		$	36.2		$	37.6
Income tax benefit	(4.0		)	(3.6		)	(11.0		)	(10.9		)
Stock option expense, net of income taxes	$	9.0		$	8.5		$	25.2		$	26.7
Total stock-based compensation expense:
Pre-tax compensation expense	$	29.0		$	25.7		$	79.4		$	71.6
Income tax benefit	(8.9		)	(8.7		)	(25.1		)	(23.6		)
Total stock-based compensation expense, net of income taxes	$	20.1		$	17.0		$	54.3		$	48.0

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 28, 2012, $145 million of total unrecognized compensation cost related to RSUs and restricted shares is expected to be recognized over a weighted average period of approximately two years. As of September 28, 2012, $141 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately two years. Both amounts will be adjusted for any future changes in estimated forfeitures.

Option activity under the Company’s stock plans during the nine months ended September 28, 2012 was as follows (in thousands; 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, 2011	32,454		$	32.98
Granted	3,939		$	52.20
Exercised	(5,903	)	$	25.32
Cancelled / forfeited	(979	)	$	39.86
Outstanding as of September 28, 2012	29,511		$	36.85	6	$	540,044
Vested and Expected to Vest as of September 28, 2012 (1)	28,656		$	36.56	6	$	532,836
Exercisable as of September 28, 2012	16,745		$	31.81	4	$	390,864

(1) The “Expected to Vest” options are the net unvested options that remain after applying the pre-vesting 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 2012 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 28, 2012. 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 28, 2012 and September 30, 2011 was $161 million and $73 million, respectively. Exercise of options during the first nine months of 2012 and 2011 resulted in cash receipts of $146 million and $76 million, respectively. The Company realized a tax benefit of approximately $10 million and $54 million in the three and nine months ended September 28, 2012, respectively, 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. Excess tax benefits related to all equity awards are reflected as financing cash inflows in the accompanying Consolidated Condensed Statements of Cash Flows.

The following table summarizes information on unvested RSUs and restricted shares activity during the nine months ended September 28, 2012:

	Number of RSUs / Restricted Shares (in thousands)		Weighted-Average Grant-Date  Fair Value
Unvested as of December 31, 2011	5,979		$	37.72
Granted	1,639		$	52.15
Vested	(1,553	)	$	33.26
Forfeited	(393	)	$	39.45
Unvested as of September 28, 2012	5,672		$	42.99

The Company realized a tax benefit of approximately $6 million and $28 million in the three and nine months ended September 28, 2012, respectively, related to the vesting of RSUs. The excess tax benefits attributable to RSUs and restricted stock have been recorded as an increase to additional paid-in capital.

In connection with the exercise of certain stock options and the vesting of RSUs and restricted shares previously issued by the Company, a number of shares sufficient to fund 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 2012, approximately 1 million shares with an aggregate value of approximately $62 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 (Components Of Other Comprehensive Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Foreign currency translation adjustments, Before income tax amount	$ 193,505	$ (490,923)	$ 93,398	$ (125,194)
Foreign currency translation adjustments, Income tax expense	0	0	0	0
Foreign currency translation adjustments, Net of income tax amount	193,505	(490,923)	93,398	(125,194)
Pension and postretirement plan benefit adjustment, Before income tax	12,700	7,500	33,000	22,300
Pension and postretirement plan benefit adjustment, Income tax expense	(4,641)	(2,638)	(11,997)	(7,860)
Pension and postretirement plan benefit adjustment, Net of income tax amount	8,059	4,862	21,003	14,440
Unrealized gain (loss) on available-for-sale securities, Before income tax amount	37,207	(95,086)	115,856	(53,972)
Unrealized gain (loss) on available-for-sale securities, Income tax expense	(13,952)	33,280	(43,446)	18,890
Unrealized gain (loss) on available-for-sale securities, Net of income tax amount	23,200	(61,900)	72,400	(35,100)
Total other comprehensive income (loss), Before income tax amount	243,412	(578,509)	242,254	(156,866)
Total other comprehensive income (loss), Income tax expense	(18,593)	30,642	(55,443)	11,030
Total other comprehensive income (loss), Net of income tax amount	$ 224,800	$ (547,900)	$ 186,800	$ (145,900)

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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. 28, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average volatility (percentage)	30.40%
Dividend yield (percentage)	0.20%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate (percentage)	0.70%
Expected years until exercise (years)	6.0
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate (percentage)	1.70%
Expected years until exercise (years)	8.5

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Subsequent Event

9 Months Ended

Sep. 28, 2012

SUBSEQUENT EVENT [Abstract]

Subsequent Events [Text Block]

SUBSEQUENT EVENT

In 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 owns a 50% interest in Apex. In October 2012, the Company and Cooper signed a definitive agreement to sell Apex for approximately $1.6 billion. The Company expects to realize after-tax net proceeds of approximately $650 million from the sale. The closing of the sale is subject to customary conditions, including regulatory approvals. The parties currently expect that the transaction will close in the first half of 2013.

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 28, 2012

Fair Value, Assets and Liabilities 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 as of September 28, 2012 and December 31, 2011 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 28, 2012:
Assets:
Available-for-sale securities	$	402.9	—		—	$	402.9
Liabilities:
Deferred compensation plans	—		$	63.4	—	63.4
Currency swap agreement	—		42.4		—	42.4
December 31, 2011:
Assets:
Available-for-sale securities	287.0		—		—	287.0
Liabilities:
Deferred compensation plans	—		58.2		—	58.2
Currency swap agreement	—		53.9		—	53.9

Carrying Amounts And Fair Values Of Financial Instruments

The fair values and carrying amounts of financial instruments as of September 28, 2012 and December 31, 2011 were as follows ($ in millions):

	September 28, 2012				December 31, 2011
	Carrying Amount		Fair Value (1)		Carrying Amount		Fair Value
Assets:
Available-for-sale securities	$	402.9	$	402.9	$	287.0	$	287.0
Liabilities:
Short-term borrowings	55.1		55.1		98.4		98.4
Long-term borrowings	4,659.1		5,320.9		5,206.8		5,790.1
Currency swap agreement	42.4		42.4		53.9		53.9

(1) Effective January 1, 2012, the Company is required to disclose, on a prospective basis, the level within the fair value hierarchy at which the fair values of the financial instruments are categorized. As of September 28, 2012, available-for-sale securities and short and long-term borrowings were categorized as level 1, while the currency swap agreement was categorized as level 2.

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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. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
United States Pension Plans of US Entity, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 1.3	$ 5.7	$ 4.3	$ 8.9
Interest cost	26.0	28.1	75.8	62.7
Expected return on plan assets	(32.8)	(34.9)	(97.2)	(79.7)
Amortization of actuarial loss	12.7	7.3	31.7	21.9
Net periodic cost	7.2	6.2	14.6	13.8
Non-U.S. Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	5.9	5.5	17.5	11.9
Interest cost	10.7	11.7	32.2	28.1
Expected return on plan assets	(8.1)	(8.5)	(24.4)	(18.9)
Amortization of actuarial loss	1.1	0.8	3.4	2.4
Amortization of prior service costs / credits	(0.1)	(0.1)	(0.3)	(0.2)
Settlement loss recognized	0	0	0.9	(0.3)
Net periodic cost	9.5	9.4	29.3	23.0
Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0.3	0.5	1.3	1.1
Interest cost	2.4	3.1	7.8	6.1
Amortization of actuarial loss	0.4	1.1	2.4	2.9
Amortization of prior service costs / credits	(1.4)	(1.6)	(4.2)	(4.4)
Net periodic cost	$ 1.7	$ 3.1	$ 7.3	$ 5.7

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Goodwill (Rollforward Of Goodwill) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 28, 2012
Goodwill [Roll Forward]
Balance, December 31, 2011	$ 14,474,323
Attributable to 2012 acquisitions	565,976
Foreign currency translation & other	16,305
Balance, September 28, 2012	$ 15,056,604

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Consolidated Condensed Statements Of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011
Net earnings	$ 548,735	$ 523,428	$ 1,761,796	$ 1,601,550
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	193,505	(490,923)	93,398	(125,194)
Pension and postretirement plan benefit adjustments	8,059	4,862	21,003	14,440
Unrealized gain (loss) on available-for-sale securities	23,255	(61,806)	72,410	(35,082)
Total other comprehensive income (loss), net of income taxes	224,819	(547,867)	186,811	(145,836)
Comprehensive income (loss)	$ 773,554	$ (24,439)	$ 1,948,607	$ 1,455,714

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Acquisitions

9 Months Ended

Sep. 28, 2012

Business Combinations [Abstract]

Acquisitions

ACQUISITIONS

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 process by which the Company acquired the business; 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 2012 and 2011 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 financial statements was required.

The following briefly describes the Company’s acquisition activity for the nine months ended September 28, 2012. For a description of the Company’s acquisition activity for the year ended December 31, 2011, reference is made to Note 2 of the financial statements as of and for the year ended December 31, 2011 and the Notes thereto included in the Company’s 2011 Annual Report on Form 10-K.

During the first nine months of 2012, the Company acquired ten businesses for total consideration of $973 million in cash, net of cash acquired. The businesses acquired manufacture and distribute products and/or provide services that complement existing units of the Industrial Technologies, Life Sciences & Diagnostics, Environmental, Dental and Test & Measurement segments. The aggregate annual sales of the ten businesses acquired at the time of their respective acquisitions, in each case based on the acquired company’s revenues for its last completed fiscal year prior to the acquisition, was $405 million. The Company preliminarily recorded an aggregate of $566 million of goodwill related to these acquisitions.

The following table 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 28, 2012 ($ in millions):

	Total
Accounts receivable	$	63.5
Inventories	36.2
Property, plant and equipment	11.8
Goodwill	566.0
Other intangible assets, primarily trade names, customer relationships and patents	446.3
In-process research and development	58.1
Accounts payable	(28.8		)
Other assets and liabilities, net	(180.3		)
Net cash consideration	$	972.8

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the 2012 and 2011 acquisitions as if they had occurred as of January 1, 2011. 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 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
Sales	$	4,416.0	$	4,565.8	$	13,440.1	$	13,567.1
Net earnings from continuing operations	547.8		588.8		1,672.8		1,453.3
Diluted earnings per share from continuing operations	$	0.77	$	0.83	$	2.35	$	2.06

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Contingencies (Warranty Accrual) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 28, 2012
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Balance, December 31, 2011	$ 136,941
Accruals for warranties issued during the period	93,282
Settlements made	(98,292)
Additions due to acquisitions	2,249
Effect of foreign currency translation	72
Balance, September 28, 2012	$ 134,200

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Financing Transactions (Tables)

9 Months Ended

Sep. 28, 2012

Line of Credit Facility [Abstract]

Components Of Debt

The components of the Company’s debt as of September 28, 2012 and December 31, 2011 were as follows ($ in millions):

	September 28, 2012		December 31, 2011
U.S. dollar-denominated commercial paper	$	537.5	$	977.3
4.5% guaranteed Eurobond notes due 2013 (€500 million)	642.4		647.3
Floating rate senior notes due 2013	300.0		300.0
1.3% senior notes due 2014	400.0		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	292.7		379.6
Other	191.6		251.0
Subtotal	4,714.2		5,305.2
Less – currently payable	55.1		98.4
Long-term debt	$	4,659.1	$	5,206.8

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Discontinued Operations (Narrative) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended		1 Months Ended		3 Months Ended	12 Months Ended	1 Months Ended	3 Months Ended	12 Months Ended
	Sep. 28, 2012	Sep. 30, 2011	Sep. 28, 2012	Sep. 30, 2011	Jan. 31, 2012 ASI	Feb. 29, 2012 KEO	Mar. 30, 2012 ASI And KEO	Dec. 31, 2011 ASI And KEO	Apr. 30, 2011 PSA	Jul. 01, 2011 PSA	Dec. 31, 2010 PSA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of business			$ 337,470	$ 680,105	$ 132,000	$ 205,000			$ 680,000
Revenue of divested business	4,415,543	4,445,787	13,285,222	11,373,856				275,000			377,000
After-tax gain on sale of business	$ 0	$ 0	$ 93,700	$ 201,700			$ 94,000			$ 202,000
After-tax gain on sale of business, per diluted share (dollars per share)							$ 0.13			$ 0.29

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Segment Information

9 Months Ended

Sep. 28, 2012

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. The Company’s equity in earnings of the Apex joint venture is shown separately in the Company’s segment disclosures. There has been no material change in total assets or liabilities by segment since December 31, 2011, except for the sale of the ASI and KEO businesses from the Industrial Technologies segment in January and February 2012, respectively.

Segment results are shown below ($ in millions):

Sales
	Three Months Ended				Nine Months Ended
	September 28, 2012		September 30, 2011		September 28, 2012		September 30, 2011
Test & Measurement	$	814.5	$	856.7	$	2,517.3	$	2,535.4
Environmental	754.4		734.6		2,212.9		2,133.2
Life Sciences & Diagnostics	1,518.1		1,567.4		4,647.4		2,898.8
Dental	488.9		492.6		1,452.4		1,460.8
Industrial Technologies	839.6		794.5		2,455.2		2,345.7
	$	4,415.5	$	4,445.8	$	13,285.2	$	11,373.9

Operating Profit
	Three Months Ended						Nine Months Ended
	September 28, 2012			September 30, 2011			September 28, 2012			September 30, 2011
Test & Measurement	$	163.6		$	205.2		$	539.4		$	567.6
Environmental	162.4			158.5			456.6			445.8
Life Sciences & Diagnostics	185.6			52.1			599.4			177.0
Dental	76.0			71.5			206.5			176.0
Industrial Technologies	183.5			174.3			531.6			514.5
Equity method earnings of Apex joint venture	18.5			16.0			50.9			44.9
Other	(33.8		)	(34.4		)	(82.4		)	(87.8		)
	$	755.8		$	643.2		$	2,302.0		$	1,838.0