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 June 28, 2013

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 July 12, 2013 was 695,568,931.

DANAHER CORPORATION

INDEX

FORM 10-Q

		Page
PART I -	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets	1
	Consolidated Condensed Statements of Earnings	2
	Consolidated Condensed Statements of Comprehensive Income	3
	Consolidated Condensed Statement of Stockholders’ Equity	4
	Consolidated Condensed Statements of Cash Flows	5
	Notes to Consolidated Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
PART II -	OTHER INFORMATION
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 6.	Exhibits	37
	Signatures	38

DANAHER CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

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

(unaudited)

	June 28, 2013			December 31, 2012
ASSETS
Current Assets:
Cash and equivalents	$	2,324.9		$	1,678.7
Trade accounts receivable, net	3,281.4			3,267.3
Inventories:
Finished goods	947.8			899.9
Work in process	327.7			291.2
Raw materials	635.5			622.3
Total inventories	1,911.0			1,813.4
Prepaid expenses and other current assets	713.7			828.4
Total current assets	8,231.0			7,587.8
Property, plant and equipment, net of accumulated depreciation of $2,146.7 and $1,962.3, respectively	2,148.9			2,140.9
Investment in joint venture	—			548.3
Other assets	998.4			858.0
Goodwill	15,535.2			15,462.0
Other intangible assets, net	6,195.5			6,344.0
Total assets	$	33,109.0		$	32,941.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Notes payable and current portion of long-term debt	$	53.9		$	55.5
Trade accounts payable	1,621.4			1,546.3
Accrued expenses and other liabilities	2,457.2			2,604.3
Total current liabilities	4,132.5			4,206.1
Other long-term liabilities	4,511.0			4,363.4
Long-term debt	4,100.9			5,287.6
Stockholders’ Equity:
Common stock - $0.01 par value	7.8			7.7
Additional paid-in capital	4,013.0			3,688.1
Retained earnings	16,653.9			15,379.9
Accumulated other comprehensive income (loss)	(378.6		)	(59.2		)
Total Danaher stockholders’ equity	20,296.1			19,016.5
Non-controlling interests	68.5			67.4
Total stockholders’ equity	20,364.6			19,083.9
Total liabilities and stockholders’ equity	$	33,109.0		$	32,941.0

See the accompanying Notes to the Consolidated Condensed Financial Statements.

1

DANAHER CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

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

(unaudited)

	Three Months Ended						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Sales	$	4,737.5		$	4,553.5		$	9,182.2		$	8,869.7
Cost of sales	(2,242.0		)	(2,198.0		)	(4,361.0		)	(4,278.7		)
Gross profit	2,495.5			2,355.5			4,821.2			4,591.0
Operating costs and other:
Selling, general and administrative expenses	(1,339.7		)	(1,278.6		)	(2,638.1		)	(2,523.5		)
Research and development expenses	(312.2		)	(283.6		)	(608.6		)	(553.7		)
Earnings from unconsolidated joint venture	—			18.0			—			32.4
Operating profit	843.6			811.3			1,574.5			1,546.2
Non-operating income (expense):
Gain on sale of unconsolidated joint venture	—			—			229.8			—
Interest expense	(39.4		)	(37.9		)	(78.6		)	(77.3		)
Interest income	1.6			0.7			2.5			1.4
Earnings from continuing operations before income taxes	805.8			774.1			1,728.2			1,470.3
Income taxes	(189.0		)	(173.9		)	(419.5		)	(350.1		)
Net earnings from continuing operations	616.8			600.2			1,308.7			1,120.2
Earnings from discontinued operations, net of income taxes	—			—			—			92.9
Net earnings	$	616.8		$	600.2		$	1,308.7		$	1,213.1
Net earnings per share from continuing operations:
Basic	$	0.89		$	0.86		$	1.89		$	1.62
Diluted	$	0.87		$	0.84		$	1.85		$	1.57
Net earnings per share from discontinued operations:
Basic	$	—		$	—		$	—		$	0.13
Diluted	$	—		$	—		$	—		$	0.13
Net earnings per share:
Basic	$	0.89		$	0.86		$	1.89		$	1.75
Diluted	$	0.87		$	0.84		$	1.85		$	1.70
Average common stock and common equivalent shares outstanding:
Basic	695.2			695.6			693.6			693.5
Diluted	709.8			714.9			709.1			714.5

See the accompanying Notes to the Consolidated Condensed Financial Statements.

2

DANAHER CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

($ in millions)

(unaudited)

	Three Months Ended						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Net earnings	$	616.8		$	600.2		$	1,308.7		$	1,213.1
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(129.1		)	(256.1		)	(385.6		)	(100.1		)
Pension and post-retirement plan benefit adjustments	5.5			5.8			11.0			12.9
Unrealized gain on available-for-sale securities	13.0			20.9			55.2			49.2
Total other comprehensive income (loss), net of income taxes	(110.6		)	(229.4		)	(319.4		)	(38.0		)
Comprehensive income	$	506.2		$	370.8		$	989.3		$	1,175.1

See the accompanying Notes to the Consolidated Condensed Financial Statements.

3

DANAHER CORPORATION

CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

($ and shares in millions)

(unaudited)

	Common Stock			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Non- Controlling Interests
	Shares	Amount
Balance, December 31, 2012	774.6	$	7.7	$	3,688.1	$	15,379.9		$	(59.2	)	$	67.4
Net earnings for the period	—	—		—		1,308.7			—			—
Other comprehensive income (loss)	—	—		—		—			(319.4		)	—
Dividends declared	—	—		—		(34.7		)	—			—
Common stock based award activity	3.9	—		166.0		—			—			—
Common stock issued in connection with LYONs’ conversions including tax benefit of $38.9	4.2	0.1		158.9		—			—			—
Change in non-controlling interests	—	—		—		—			—			1.1
Balance, June 28, 2013	782.7	$	7.8	$	4,013.0	$	16,653.9		$	(378.6	)	$	68.5

See the accompanying Notes to the Consolidated Condensed Financial Statements.

4

DANAHER CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

($ in millions)

(unaudited)

	Six Months Ended
	June 28, 2013			June 29, 2012
Cash flows from operating activities:
Net earnings	$	1,308.7		$	1,213.1
Less: earnings from discontinued operations, net of income taxes	—			92.9
Net earnings from continuing operations	1,308.7			1,120.2
Non-cash items:
Depreciation	257.0			244.8
Amortization	179.4			165.0
Stock compensation expense	56.1			50.4
Earnings from unconsolidated joint venture, net of cash dividends received	66.6			(25.4		)
Pre-tax gain on sale of unconsolidated joint venture	(229.8		)	—
Change in trade accounts receivable, net	(28.9		)	(6.7		)
Change in inventories	(112.5		)	(26.6		)
Change in trade accounts payable	82.0			71.4
Change in prepaid expenses and other assets	113.4			76.3
Change in accrued expenses and other liabilities	(156.3		)	26.5
Total operating cash provided by continuing operations	1,535.7			1,695.9
Total operating cash used in discontinued operations	—			(41.8		)
Net cash provided by operating activities	1,535.7			1,654.1
Cash flows from investing activities:
Cash paid for acquisitions	(322.6		)	(945.1		)
Payments for additions to property, plant and equipment	(252.5		)	(228.5		)
Proceeds from sale of unconsolidated joint venture	692.0			—
All other investing activities	(5.9		)	14.1
Total investing cash provided by (used in) continuing operations	111.0			(1,159.5		)
Proceeds from sale of discontinued operations	—			337.5
Net cash provided by (used in) investing activities	111.0			(822.0		)
Cash flows from financing activities:
Proceeds from the issuance of common stock	110.0			104.3
Payment of dividends	(17.3		)	(34.7		)
Net repayments of borrowings (maturities of 90 days or less)	(768.0		)	(310.0		)
Repayments of borrowings (maturities longer than 90 days)	(310.4		)	(2.2		)
Net cash used in financing activities	(985.7		)	(242.6		)
Effect of exchange rate changes on cash and equivalents	(14.8		)	(8.3		)
Net change in cash and equivalents	646.2			581.2
Beginning balance of cash and equivalents	1,678.7			537.0
Ending balance of cash and equivalents	$	2,324.9		$	1,118.2
Supplemental disclosures:
Cash interest payments	$	60.7		$	61.9
Cash income tax payments (including $28 million for the six month period ended June 29, 2012 related to the gain on sale of discontinued operations - refer to Note 3)	$	182.7		$	148.8

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, 2012 and the Notes thereto included in the Company’s 2012 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 June 28, 2013 and December 31, 2012, and its results of operations for the three and six months ended June 28, 2013 and June 29, 2012 and its cash flows for each of the six month periods then ended.

Accumulated Other Comprehensive Income (Loss) - Effective January 1, 2013, the Company adopted recently issued accounting guidance that requires the Company to separately disclose, on a prospective basis, the change in each component of other comprehensive income (loss) relating to reclassification adjustments and current period other comprehensive income (loss). Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries. The changes in accumulated other comprehensive income (loss) by component for the three and six months ended June 28, 2013 and June 29, 2012 are summarized below ($ in millions).

	Foreign currency translation adjustments			Pension and post-retirement plan benefit adjustments				Unrealized gain on available-for- sale securities			Total
For the Three Months Ended June 28, 2013:
Balance, March 29, 2013	$	218.8		$	(650.2	)		$	163.4		$	(268.0	)
Other comprehensive income (loss) before reclassifications:
Pre-tax income (loss)	(129.1		)	—				20.9			(108.2		)
Income tax expense	—			—				(7.9		)	(7.9		)
Other comprehensive income (loss) before reclassifications, net of income taxes	(129.1		)	—				13.0			(116.1		)
Amounts reclassified from accumulated other comprehensive income (loss):
Pre-tax income	—			8.4			(1)	—			8.4
Income tax expense	—			(2.9		)		—			(2.9		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			5.5				—			5.5
Net current period other comprehensive income (loss), net of income taxes	(129.1		)	5.5				13.0			(110.6		)
Balance, June 28, 2013	$	89.7		$	(644.7	)		$	176.4		$	(378.6	)
(1) This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Note 8 for additional details).

6

	Foreign currency translation adjustments			Pension and post-retirement plan benefit adjustments			Unrealized gain on available-for- sale securities			Total
For the Three Months Ended June 29, 2012:
Balance, March 30, 2012	$	540.5		$	(508.9	)	$	122.9		$	154.5
Net current period other comprehensive income (loss):
Pre-tax income (loss)	(256.1		)	9.2			33.4			(213.5		)
Income tax expense	—			(3.4		)	(12.5		)	(15.9		)
Net current period other comprehensive income (loss), net of income taxes	(256.1		)	5.8			20.9			(229.4		)
Balance, June 29, 2012	$	284.4		$	(503.1	)	$	143.8		$	(74.9	)

	Foreign currency translation adjustments			Pension and post-retirement plan benefit adjustments				Unrealized gain on available-for- sale securities			Total
For the Six Months Ended June 28, 2013:
Balance, December 31, 2012	$	475.3		$	(655.7	)		$	121.2		$	(59.2	)
Other comprehensive income (loss) before reclassifications:
Pre-tax income (loss)	(385.6		)	—				88.4			(297.2		)
Income tax expense	—			—				(33.2		)	(33.2		)
Other comprehensive income (loss) before reclassifications, net of income taxes	(385.6		)	—				55.2			(330.4		)
Amounts reclassified from accumulated other comprehensive income (loss):
Pre-tax income	—			16.8			(1)	—			16.8
Income tax expense	—			(5.8		)		—			(5.8		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			11.0				—			11.0
Net current period other comprehensive income (loss), net of income taxes	(385.6		)	11.0				55.2			(319.4		)
Balance, June 28, 2013	$	89.7		$	(644.7	)		$	176.4		$	(378.6	)
For the Six Months Ended June 29, 2012:
Balance, December 31, 2011	$	384.5		$	(516.0	)		$	94.6		$	(36.9	)
Net current period other comprehensive income (loss):
Pre-tax income (loss)	(100.1		)	20.3				78.6			(1.2		)
Income tax expense	—			(7.4		)		(29.4		)	(36.8		)
Net current period other comprehensive income (loss), net of income taxes	(100.1		)	12.9				49.2			(38.0		)
Balance, June 29, 2012	$	284.4		$	(503.1	)		$	143.8		$	(74.9	)
(1) This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Note 8 for additional details).

7

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 processes by which the Company acquired the businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations.

The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. In the months after closing, as the Company obtains additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company is continuing to evaluate certain pre-acquisition contingencies associated with certain of its 2013 and 2012 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 respective measurement period, as required. The Company evaluated whether any adjustments to the prior periods' purchase price allocations were material and concluded no retrospective adjustment to prior period financial statements was required.

For a description of the Company’s acquisition activity for the year ended December 31, 2012, reference is made to the financial statements as of and for the year ended December 31, 2012 and Note 2 thereto included in the Company’s 2012 Annual Report on Form 10-K.

During the first six months of 2013, the Company acquired five businesses for total consideration of $323 million in cash, net of cash acquired. The businesses acquired complement existing units of the Industrial Technologies, Life Sciences & Diagnostics and Environmental segments. The aggregate annual sales of the five acquired businesses 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 $158 million. The Company preliminarily recorded an aggregate of $247 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 six months ended June 28, 2013 ($ in millions):

Trade accounts receivable	$	21.0
Inventories	14.5
Property, plant and equipment	27.1
Goodwill	246.5
Other intangible assets, primarily trade names, customer relationships and patents	148.0
Trade accounts payable	(8.7		)
Other assets and liabilities, net	(105.0		)
Assumed debt	(20.5		)
Non-controlling interest acquired	(0.3		)
Net cash consideration	$	322.6

8

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the 2013 and 2012 acquisitions as if they had occurred as of January 1, 2012. 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				Six Months Ended
	June 28, 2013		June 29, 2012		June 28, 2013		June 29, 2012
Sales	$	4,747.5	$	4,668.5	$	9,230.8	$	9,145.1
Net earnings from continuing operations	617.6		604.7		1,311.8		1,132.2
Diluted net earnings per share from continuing operations	$	0.87	$	0.85	$	1.85	$	1.59

NOTE 3. SALE OF JOINT VENTURE

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

In February 2013, the Company and Cooper sold Apex to an unrelated third party for approximately $1.6 billion. The Company received $797 million from the sale, consisting of cash of $759 million and a note receivable of $38 million. The Company recognized an after-tax gain of $144 million or $0.20 per diluted share in its first quarter 2013 results in connection with this transaction. The gain is computed as the difference between the book value of the Company's investment in Apex at the time of sale and the fair value of the consideration received in exchange, as indicated in the table below ($ in millions):

Fair value of consideration received:
Cash, including $66.6 of dividends received during 2013 prior to the closing of the sale	$	758.6
Note receivable	38.5
Total fair value of consideration received	797.1
Less book value of investment in unconsolidated joint venture	545.6
Other related costs and expenses	21.7
Pre-tax gain on sale of unconsolidated joint venture	229.8
Income tax expense	86.2
After-tax gain on sale of unconsolidated joint venture	$	143.6

The Company's share of the 2013 earnings generated by Apex prior to the closing of the sale was insignificant. The Company recorded $18 million and $32 million related to its equity in the earnings of Apex during the three and six months ended June 29, 2012, respectively, reflecting its 50% ownership position. Subsequent to the sale of its investment in Apex, the Company has no continuing involvement in Apex's operations.

NOTE 4. DISCONTINUED OPERATIONS

In the first quarter of 2012, the Company completed the sale of its Accu-Sort ("ASI") and Kollmorgen Electro-Optical ("KEO") businesses for an aggregate sale price of $337 million in cash. These businesses were part of the Industrial Technologies segment and had combined annual revenues of $275 million in 2011. The Company recorded an aggregate after-tax gain on the sale of these businesses of $93.7 million or $0.13 per diluted share in its first quarter 2012 results.

The Company has reported the ASI and KEO businesses as discontinued operations in its consolidated financial statements. The results of operations prior to the businesses' sale in the first quarter of 2012 resulted in a loss from discontinued operations of $0.8 million. 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.

9

NOTE 5. GOODWILL

The following table shows the rollforward of goodwill reflected in the financial statements resulting from the Company’s activities during the six months ended June 28, 2013 ($ in millions):

Balance, December 31, 2012	$	15,462.0
Attributable to 2013 acquisitions	246.5
Foreign currency translation & other	(173.3		)
Balance, June 28, 2013	$	15,535.2

The carrying value of goodwill by segment as of June 28, 2013 and December 31, 2012 is summarized as follows ($ in millions):

	June 28, 2013		December 31, 2012
Test & Measurement	$	3,177.1	$	3,222.1
Environmental	1,634.5		1,554.9
Life Sciences & Diagnostics	6,203.2		6,138.9
Dental	2,157.8		2,168.0
Industrial Technologies	2,362.6		2,378.1
	$	15,535.2	$	15,462.0

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 2012 and no impairment was identified. There have been no "triggering" events which indicate a potential impairment in 2013. 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.

NOTE 6. 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.

10

A summary of financial assets and liabilities that are measured at fair value on a recurring basis as of June 28, 2013 and December 31, 2012 were as follows ($ in millions):

	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)	Total
June 28, 2013:
Assets:
Available-for-sale securities	$	417.9	—		—	$	417.9
Liabilities:
Deferred compensation plans	—		$	66.3	—	66.3
Currency swap agreement	—		3.3		—	3.3
December 31, 2012:
Assets:
Available-for-sale securities	$	329.5	—		—	$	329.5
Liabilities:
Deferred compensation plans	—		$	64.5	—	64.5
Currency swap agreement	—		24.9		—	24.9

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

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

In connection with a prior acquisition, the Company acquired a currency swap agreement that required 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. In January 2013, the Company terminated a portion of the currency swap agreement (¥6.0 billion of the ¥11.9 billion outstanding purchase commitment as of the termination date), reducing the Company's monthly purchase commitment to approximately ¥92 million. In connection with this partial termination of the currency swap agreement, the Company made a $10 million payment to the counterparty representing the fair value of the terminated portion of the currency swap. As of June 28, 2013, the aggregate Japanese Yen purchase commitment was approximately ¥5.4 billion (approximately $55 million based on exchange rates as of June 28, 2013). 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 six months ended June 28, 2013, the Company recorded pre-tax income of approximately $3 million and $11 million, respectively, related to changes in the fair value of this currency swap. During the three and six months ended June 29, 2012, the Company recorded a pre-tax charge of approximately $6 million and pre-tax income of approximately $8 million, respectively, 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.

11

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 carrying amounts and fair values of financial instruments as of June 28, 2013 and December 31, 2012 were as follows ($ in millions):

	June 28, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Available-for-sale securities	$	417.9	$	417.9	$	329.5	$	329.5
Liabilities:
Short-term borrowings	53.9		53.9		55.5		55.5
Long-term borrowings	4,100.9		4,561.8		5,287.6		5,917.3
Currency swap agreement	3.3		3.3		24.9		24.9

As of June 28, 2013 and December 31, 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.

NOTE 7. FINANCING TRANSACTIONS

As of June 28, 2013, the Company was in compliance with all of its debt covenants. The components of the Company’s debt as of June 28, 2013 and December 31, 2012 were as follows ($ in millions):

	June 28, 2013		December 31, 2012
Commercial paper	$	450.0	$	1,224.5
4.5% guaranteed Eurobond notes due 2013 (€500 million)	650.5		659.8
Floating rate senior notes due 2013	—		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	163.9		281.4
Other	140.4		127.4
Subtotal	4,154.8		5,343.1
Less – current portion	53.9		55.5
Long-term debt	$	4,100.9	$	5,287.6

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, 2012 included in the Company’s 2012 Annual Report on Form 10-K.

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During the quarter ended June 28, 2013, the Company repaid the $300 million of floating rate senior notes due 2013 upon maturity in June.

During the six months ended June 28, 2013, holders of certain of the Company’s LYONs converted such LYONs into an aggregate of approximately 4.2 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 $39 million was transferred to additional paid-in capital as a result of the conversions.

The Company satisfies any short-term liquidity needs that are not met through operating cash flow and available cash primarily through issuances of commercial paper under its U.S. and Euro commercial paper programs. As of June 28, 2013, 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 remaining maturity of approximately twenty-two days. There was no commercial paper outstanding under the Euro commercial paper program as of June 28, 2013. As of June 28, 2013, the Company classified its borrowings outstanding under the commercial paper programs, as well as its Eurobond notes due July 22, 2013 and its 1.3% senior notes due June 23, 2014, as long-term debt in the accompanying Consolidated Condensed Balance Sheet as the Company has 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 June 28, 2013, no borrowings were outstanding under the Credit Facility and the Company was in compliance with all covenants under the facility. In addition to the Credit Facility, the Company has entered into reimbursement agreements with various commercial banks to support the issuance of letters of credit.

NOTE 8. 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						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Service cost	$	1.4		$	1.5		$	2.8		$	3.0
Interest cost	23.7			24.9			47.4			49.8
Expected return on plan assets	(31.4		)	(32.2		)	(62.8		)	(64.4		)
Amortization of actuarial loss	7.0			9.5			14.0			19.0
Net periodic benefit cost	$	0.7		$	3.7		$	1.4		$	7.4

Non-U.S. Pension Benefits
	Three Months Ended						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Service cost	$	6.7		$	5.9		$	13.2		$	11.6
Interest cost	10.4			10.8			20.8			21.5
Expected return on plan assets	(8.5		)	(8.2		)	(17.1		)	(16.3		)
Amortization of actuarial loss	2.0			1.1			4.0			2.3
Amortization of prior service credit	(0.1		)	(0.1		)	(0.2		)	(0.2		)
Settlement losses recognized	—			—			0.6			0.9
Net periodic benefit cost	$	10.5		$	9.5		$	21.3		$	19.8

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

	Three Months Ended						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Service cost	$	0.4		$	0.5		$	0.8		$	1.0
Interest cost	1.9			2.7			4.0			5.4
Amortization of prior service credit	(1.7		)	(1.4		)	(3.3		)	(2.8		)
Amortization of actuarial loss	0.4			1.0			0.8			2.0
Net periodic benefit cost	$	1.0		$	2.8		$	2.3		$	5.6

Employer Contributions

During 2013, 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 $52 million. The ultimate amounts to be contributed depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates and other factors.

NOTE 9. 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 1.0 billion shares to 2.0 billion shares, $0.01 par value per share, which was filed and became effective on May 10, 2012.

There were no repurchases of equity securities during the second quarter of 2013, and as of June 28, 2013, approximately 7.5 million shares remained available for repurchase pursuant to the repurchase program approved by the Company's Board of Directors in May 2010 (the “2010 Repurchase Program”).  On July 16, 2013, the Company's Board of Directors approved a new repurchase program (the “2013 Repurchase Program”) authorizing the repurchase of up to 20 million of the Company's common stock from time to time on the open market or in privately negotiated transactions. The 2013 Repurchase Program replaces the 2010 Repurchase Program.  There is no expiration date for the 2013 Repurchase Program, and the timing and amount of any shares repurchased under the program will be determined by the Company's management based on its evaluation of market conditions and other factors.  The 2013 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.

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 but may be shorter than the vesting period if the employee becomes retirement eligible before the end of 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 was 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, 2012 included in the Company’s 2012 Annual Report on Form 10-K. As of June 28, 2013, approximately 31 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 six months ended June 28, 2013:

Risk-free interest rate	0.98 – 1.68%
Weighted average volatility	21.9%
Dividend yield	0.2%
Expected years until exercise	6.0 to 8.5

14

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 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						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
RSUs and restricted shares:
Pre-tax compensation expense	$	16.8		$	14.5		$	32.3		$	27.2
Income tax benefit	(5.2		)	(4.4		)	(9.8		)	(9.2		)
RSU and restricted share expense, net of income taxes	$	11.6		$	10.1		$	22.5		$	18.0
Stock options:
Pre-tax compensation expense	$	11.5		$	12.2		$	23.8		$	23.2
Income tax benefit	(3.5		)	(3.7		)	(7.3		)	(7.0		)
Stock option expense, net of income taxes	$	8.0		$	8.5		$	16.5		$	16.2
Total stock-based compensation:
Pre-tax compensation expense	$	28.3		$	26.7		$	56.1		$	50.4
Income tax benefit	(8.7		)	(8.1		)	(17.1		)	(16.2		)
Total stock-based compensation expense, net of income taxes	$	19.6		$	18.6		$	39.0		$	34.2

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 June 28, 2013, $127 million of total unrecognized compensation cost related to RSUs is expected to be recognized over a weighted average period of approximately three years. As of June 28, 2013, $127 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately three years. Both amounts will be adjusted for any future changes in estimated forfeitures.

15

Option activity under the Company’s stock plans as of June 28, 2013 and changes during the six months ended June 28, 2013 were 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, 2012	27,372		$	37.94
Granted	1,612		61.04
Exercised	(3,152	)	30.37
Cancelled/forfeited	(562	)	42.34
Outstanding as of June 28, 2013	25,270		$	40.26	6	$	582,202
Vested and Expected to Vest as of June 28, 2013(1)	24,642		$	40.00	6	$	574,252
Vested as of June 28, 2013	13,318		$	33.88	4	$	391,846

(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 second quarter of 2013 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 June 28, 2013. 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 six months ended June 28, 2013 and June 29, 2012 was $96 million and $128 million, respectively. Exercise of options during the first six months of 2013 and 2012 resulted in cash receipts of $96 million and $109 million, respectively. The Company realized a tax benefit of approximately $16 million and $32 million in the three and six months ended June 28, 2013 related to the exercise of employee stock options. The net income tax benefit in excess of the expense recorded for financial reporting purposes (the “excess tax benefit”) has been recorded as an increase to additional paid-in capital and is reflected as a financing cash inflow in the accompanying Consolidated Condensed Statements of Cash Flows.

The following table summarizes information on unvested RSUs and restricted shares activity during the six months ended June 28, 2013:

	Number of RSUs/Restricted Shares (in thousands)		Weighted Average Grant-Date  Fair Value
Unvested as of December 31, 2012	5,585		$	43.29
Granted	656		61.04
Vested	(714	)	34.83
Forfeited	(323	)	43.42
Unvested as of June 28, 2013	5,204		$	46.68

The Company realized a tax benefit of approximately $728 thousand and $15 million in the three and six months ended June 28, 2013, respectively, related to the vesting of RSUs. The excess tax benefit attributable to RSUs and restricted stock have been recorded as an increase to additional paid-in capital and is reflected as a financing cash inflow in the accompanying Consolidated Condensed Statements of Cash Flows.

In connection with the exercise of certain stock options and the vesting of RSUs and restricted shares previously issued by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements has been withheld from the total shares issued or released to the award holder (though under the terms of the applicable plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the first six months of 2013, approximately 285 thousand shares with an aggregate value of $17 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.

16

NOTE 10. RESTRUCTURING AND OTHER RELATED CHARGES

During 2012, the Company recorded pre-tax restructuring and other related charges totaling $123 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 uncertainties in the macro-economic environment. For a full description of the Company’s restructuring activities, reference is made to Note 14 of the Company’s financial statements as of and for the year ended December 31, 2012 included in the Company’s 2012 Annual Report on Form 10-K.

Substantially all restructuring activities initiated in 2012 were completed by December 31, 2012. The Company expects substantially all cash payments associated with remaining termination benefits will be paid during 2013. The table below summarizes the accrual balance and utilization by type of restructuring cost associated with the 2012 actions ($ in millions):

	Balance as of		Paid/			Balance as of
	December 31, 2012		Settled			June 28, 2013
Restructuring charges:
Employee severance and related	$	96.9	$	(58.7	)	$	38.2
Facility exit and related	6.8		(4.0		)	2.8
Total restructuring	$	103.7	$	(62.7	)	$	41.0

NOTE 11. CONTINGENCIES

For a description of the Company’s litigation and contingencies, reference is made to Note 16 of the Company’s financial statements as of and for the year ended December 31, 2012 included in the Company’s 2012 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 are 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 six months ended June 28, 2013 ($ in millions):

Balance, December 31, 2012	$	140.7
Accruals for warranties issued during the period	70.6
Settlements made	(68.9		)
Additions due to acquisitions	1.5
Effect of foreign currency translation	(1.5		)
Balance, June 28, 2013	$	142.4

NOTE 12. 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. There were no anti-dilutive options for the three and six months ended June 28, 2013. For the three and six months ended June 29, 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.

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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 June 28, 2013:
Basic EPS	$	616.8	695.2	$	0.89
Adjustment for interest on convertible debentures	0.9		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.3
Incremental shares from assumed conversion of the convertible debentures	—		6.3
Diluted EPS	$	617.7	709.8	$	0.87
For the Three Months Ended June 29, 2012:
Basic EPS	$	600.2	695.6	$	0.86
Adjustment for interest on convertible debentures	1.4		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.5
Incremental shares from assumed conversion of the convertible debentures	—		10.8
Diluted EPS	$	601.6	714.9	$	0.84

	Net Earnings From Continuing Operations (Numerator)		Shares (Denominator)	Per Share Amount
For the Six Months Ended June 28, 2013:
Basic EPS	$	1,308.7	693.6	$	1.89
Adjustment for interest on convertible debentures	2.0		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.5
Incremental shares from assumed conversion of the convertible debentures	—		7.0
Diluted EPS	$	1,310.7	709.1	$	1.85
For the Six Months Ended June 29, 2012:
Basic EPS	$	1,120.2	693.5	$	1.62
Adjustment for interest on convertible debentures	3.1		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		10.2
Incremental shares from assumed conversion of the convertible debentures	—		10.8
Diluted EPS	$	1,123.3	714.5	$	1.57

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NOTE 13. SEGMENT INFORMATION

The Company operates and reports its results in five separate business segments consisting of the Test & Measurement, Environmental, Life Sciences & Diagnostics, Dental and Industrial Technologies segments. 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, 2012, except for the sale of the investment in the Apex joint venture in February 2013. Segment results are shown below ($ in millions):

Sales
	Three Months Ended				Six Months Ended
	June 28, 2013		June 29, 2012		June 28, 2013		June 29, 2012
Test & Measurement	$	855.0	$	856.4	$	1,710.4	$	1,702.8
Environmental	826.8		763.9		1,552.1		1,458.5
Life Sciences & Diagnostics	1,674.3		1,583.4		3,241.7		3,129.3
Dental	514.7		498.8		994.5		963.5
Industrial Technologies	866.7		851.0		1,683.5		1,615.6
	$	4,737.5	$	4,553.5	$	9,182.2	$	8,869.7

Operating Profit
	Three Months Ended						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Test & Measurement	$	178.4		$	184.2		$	365.7		$	375.8
Environmental	178.9			165.1			314.0			294.2
Life Sciences & Diagnostics	240.7			207.9			440.0			413.8
Dental	78.8			71.6			141.7			130.5
Industrial Technologies	204.1			190.3			375.0			348.1
Equity method earnings of Apex joint venture	—			18.0			—			32.4
Other	(37.3		)	(25.8		)	(61.9		)	(48.6		)
	$	843.6		$	811.3		$	1,574.5		$	1,546.2

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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, 2012 and Notes thereto, included in the Company’s 2012 Annual Report on Form 10-K, and the Company's Consolidated Condensed Financial Statements and related Notes as of and for the three and six months ended June 28, 2013.

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this quarterly report, in other documents we file with or furnish to the Securities and Exchange Commission ("SEC"), in our press releases, webcasts, conference calls and other communications, are “forward-looking statements” within the meaning of the United States federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions 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 impact from and 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:

• Conditions in the global economy, the markets we serve and the financial markets (including the automatic reductions in U.S. Federal government spending that went into effect during the first quarter of 2013, known as sequestration) may adversely affect our business and financial statements.

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

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

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

• 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.

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• 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 could negatively impact our financial statements.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

See Part I – Item 1A of the Company’s 2012 Annual Report on Form 10-K for a further discussion regarding reasons that actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call or other communication in which they are made. We do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

OVERVIEW

General

As a result of the Company’s geographic and industry diversity, the Company faces a variety of opportunities and challenges, including rapid technological development in most of the Company’s served markets, the expansion of opportunities in emerging markets (also referred to in this report as "high-growth markets"), trends toward increased utilization of the global labor force, consolidation of the Company’s competitors and increasing regulation. The Company defines high-growth markets as developing markets of the world experiencing rapid growth in gross domestic product and infrastructure which includes Eastern Europe, the Middle East, Africa, Latin America and Asia with the exception of Japan and Australia. The Company operates in a highly competitive business environment in most markets, and the Company’s long-term growth and profitability will depend in particular on its ability to expand its business in high-growth geographies and high-growth product segments, identify, consummate and integrate appropriate acquisitions, develop innovative and differentiated new products and services with higher gross profit margins, expand and improve the effectiveness of the Company’s sales force, continue to reduce costs and improve operating efficiency and quality, and effectively address the demands of an increasingly regulated environment. The Company is making significant investments, organically and through acquisitions, to address the rapid pace of technological change in its served markets and to globalize its manufacturing, research and development and customer-facing resources (particularly in high-growth markets) in order to be responsive to the Company’s customers throughout the world and improve the efficiency of the Company’s operations.

Business Performance and Outlook

On an overall basis, demand for the Company’s products and services increased during the second quarter of 2013 as compared to 2012 resulting in aggregate year-over-year sales growth from existing businesses of 2.5%. Geographically, year-over-year sales growth rates from existing businesses during the second quarter of 2013 were led primarily by the high-growth markets. Sales in high-growth markets grew at a high-single digit rate in the second quarter of 2013 compared to 2012 and represented approximately 26% of the Company's total sales in the second quarter of 2013. Sales in developed markets were up slightly compared to the second quarter of 2012 with the United States up slightly and Western Europe contracting at a low-single digit rate on a year-over-year basis. The Company expects overall market conditions to remain challenging due to the continued macro-economic uncertainties, particularly in Western Europe. The Company expects year-over-year sales growth from existing businesses to improve slightly in the second half of 2013 from the overall growth rates experienced in 2012 and the first half of 2013.

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Acquisitions and Divestitures

During the first six months of 2013, the Company acquired five businesses for total consideration of $323 million in cash, net of cash acquired. The businesses acquired complement existing units of the Industrial Technologies, Life Sciences & Diagnostics and Environmental segments. The aggregate annual sales of the five acquired businesses 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 $158 million.

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”). During the period that Cooper and the Company owned Apex, each of Cooper and the Company owned a 50% interest in Apex and had an equal number of representatives on Apex's Board of Directors. Neither joint venture partner controlled the significant operating and financing activities of Apex. The Company accounted for its investment in the joint venture based on the equity method of accounting. In February 2013, the Company and Cooper sold Apex to an unrelated third party for approximately $1.6 billion. The Company received $797 million from the sale, consisting of cash of $759 million (including $67 million of dividends received during 2013 prior to the closing of the sale) and a note receivable of $38 million. The Company recognized an after-tax gain of $144 million or $0.20 per diluted share in its first quarter 2013 results in connection with this transaction.

Currency Exchange Rates

On average, the U.S. dollar was stronger against other major currencies during the three and six month periods ended June 28, 2013 as compared to the comparable periods of 2012. As a result, currency exchange rates negatively impacted reported sales for the three and six month periods by approximately 0.5% as compared to the comparable periods of 2012. If the currency exchange rates in effect as of June 28, 2013 were to prevail throughout the second half of 2013, currency exchange rates would result in the reduction of the Company’s estimated 2013 revenues by approximately 1.0% 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 June 28, 2013 increased 4.0% compared to the three months ended June 29, 2012. Sales from existing businesses contributed 2.5% growth and sales from acquired businesses contributed 2.0% growth on a year-over-year basis. Currency translation reduced reported sales by 0.5% on a year-over-year basis.

Consolidated sales for the six months ended June 28, 2013 increased 3.5% compared to the six months ended June 29, 2012. Sales from existing businesses contributed 1.5% growth and sales from acquired businesses contributed 2.5% growth on a year-over-year basis. Currency translation reduced reported sales by 0.5% on a year-over-year basis.

In this report, references to sales from existing businesses refers to sales from continuing operations 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 easier comparisons of our revenue performance with our performance in prior and future periods and to our peers. The Company excludes the effect of currency translation from sales from existing businesses because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends, and excludes the effect of acquisitions and 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. References to sales volume refer to the impact of both price and unit sales.

Operating profit margins were 17.8% for the three months ended June 28, 2013 and June 29, 2012. Year-over-year operating profit margin comparisons benefited 95 basis points from the favorable impact of higher sales volumes, incremental year-over-year cost savings associated with the restructuring actions taken in the fourth quarter of 2012 and continuing productivity

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improvement initiatives, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments. The divestiture of the Apex joint venture in 2013 adversely impacted year-over-year operating profit margin comparisons by 40 basis points. In addition, the dilutive effect of acquisitions negatively impacted operating profit margin comparisons by 35 basis points. During the second quarter of 2012, the Company resolved contingencies and recognized a gain with respect to a prior disposition of assets which negatively impacted 2012 to 2013 year-over-year operating profit margin comparisons by 20 basis points.

Operating profit margins were 17.1% for the six months ended June 28, 2013 compared to 17.4% in the comparable period of 2012. The dilutive effect of acquisitions adversely impacted operating profit margin comparisons by 40 basis points. In addition, the divestiture of the Apex joint venture in 2013 adversely impacted year-over-year operating profit margin comparisons by 35 basis points. During the second quarter of 2012, the Company resolved contingencies and recognized a gain with respect to a prior disposition of assets which negatively impacted 2012 to 2013 year-over-year operating profit margin comparisons by 10 basis points. Year-over-year operating profit margin comparisons benefited 55 basis points from the favorable impact of higher sales volumes, incremental year-over-year cost savings associated with the restructuring actions taken in the fourth quarter of 2012 and continuing productivity improvement initiatives, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments.

Business Segments

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

	Three Months Ended				Six Months Ended
	June 28, 2013		June 29, 2012		June 28, 2013		June 29, 2012
Test & Measurement	$	855.0	$	856.4	$	1,710.4	$	1,702.8
Environmental	826.8		763.9		1,552.1		1,458.5
Life Sciences & Diagnostics	1,674.3		1,583.4		3,241.7		3,129.3
Dental	514.7		498.8		994.5		963.5
Industrial Technologies	866.7		851.0		1,683.5		1,615.6
Total	$	4,737.5	$	4,553.5	$	9,182.2	$	8,869.7

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						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Sales	$	855.0		$	856.4		$	1,710.4		$	1,702.8
Operating profit	178.4			184.2			365.7			375.8
Depreciation and amortization	33.5			32.2			67.3			63.4
Operating profit as a % of sales	20.9		%	21.5		%	21.4		%	22.1		%
Depreciation and amortization as a % of sales	3.9		%	3.8		%	3.9		%	3.7		%

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Components of Sales Growth	% Change Three Months Ended June 28, 2013 vs. Comparable 2012 Period		% Change Six Months Ended June 28, 2013 vs. Comparable 2012 Period
Existing businesses	0.5	%	0.5	%
Acquisitions	—	%	0.5	%
Currency exchange rates	(0.5	)%	(0.5	)%
Total	—	%	0.5	%

Year-over-year price increases in the segment had a negligible impact during the three months ended June 28, 2013 and contributed 0.5% to sales growth during the six month period ended June 28, 2013, and are reflected as a component of the change in sales from existing businesses.

Sales from existing businesses in the segment's instrument businesses declined at a low-single digit rate during the three months and declined at a mid-single digit rate during the six months ended June 28, 2013, as compared to the comparable periods of 2012 due to lower demand for most product categories. Demand in the U.S. industrial and certain high-growth markets improved during the second quarter compared to the first quarter of 2013. However, weakness in certain product categories and European markets continued to more than offset this growth. Year-over-year sales growth rates in the instrument businesses are expected to improve modestly during the remainder of 2013 due primarily to easier comparisons to 2012 revenue levels and, to a lesser extent, to continued modest sequential demand improvement and new product introductions.

Sales from existing businesses in the segment's communications businesses grew at a low-single digit rate during the three months ended June 28, 2013 and grew at a mid-single digit rate during the six months ended June 28, 2013, as compared to the comparable period of 2012, primarily in North America and was due largely to robust demand for network security and analysis solutions. Network management solutions also continued to grow on a year-over-year basis during the second quarter of 2013 but at a slower rate than in the first quarter.

Operating profit margins declined 60 basis points during the three months ended June 28, 2013 as compared to the comparable period of 2012. Year-over-year operating profit margin comparisons were adversely impacted by 30 basis points as lower instrument sales volumes and incremental year-over-year costs associated with various sales, marketing and product development growth investments more than offset the favorable impacts of increased sales volumes of communication business products, incremental year-over-year cost savings associated with the restructuring actions taken in the fourth quarter of 2012 and continuing productivity improvement initiatives. The dilutive effect of acquired businesses adversely impacted year-over-year operating profit margin comparisons by 30 basis points.

Operating profit margins declined 70 basis points during the six months ended June 28, 2013 as compared to the comparable period of 2012. Year-over-year operating profit margin comparisons were adversely impacted by 30 basis points as lower instrument sales volumes and incremental year-over-year costs associated with various sales, marketing and product development growth investments more than offset the favorable impacts of increased sales volumes of communication business products, incremental year-over-year cost savings associated with the restructuring actions taken in the fourth quarter of 2012 and continuing productivity improvement initiatives. The dilutive effect of acquired businesses adversely impacted year-over-year operating profit margin comparisons by 40 basis points.

ENVIRONMENTAL

The Company’s Environmental segment provides products that help protect customers' water supply and air quality and serves two primary markets: water quality and retail/commercial petroleum. Danaher’s water quality business is a global leader in water quality analysis and treatment, providing instrumentation and disinfection systems to help analyze and manage the quality of ultra pure water, potable water, wastewater, groundwater and ocean water in residential, commercial, industrial and natural resource applications. Danaher’s retail/commercial petroleum business is a leading worldwide provider of products and services for the retail/commercial petroleum market including vapor recovery equipment and leak detection systems.

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Environmental Selected Financial Data ($ in millions):

	Three Months Ended						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Sales	$	826.8		$	763.9		$	1,552.1		$	1,458.5
Operating profit	178.9			165.1			314.0			294.2
Depreciation and amortization	13.5			11.7			26.7			23.3
Operating profit as a % of sales	21.6		%	21.6		%	20.2		%	20.2		%
Depreciation and amortization as a % of sales	1.6		%	1.5		%	1.7		%	1.6		%

Components of Sales Growth	% Change Three Months Ended June 28, 2013 vs. Comparable 2012 Period		% Change Six Months Ended June 28, 2013 vs. Comparable 2012 Period
Existing businesses	4.0	%	2.5	%
Acquisitions	3.5	%	4.0	%
Currency exchange rates	0.5	%	—	%
Total	8.0	%	6.5	%

Year-over-year price increases in the segment contributed 1.0% to sales growth during both the three and six month periods ended June 28, 2013 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 both the three and six months ended June 28, 2013 as compared to the comparable periods of 2012. Sales growth in the analytical instrumentation business improved sequentially from the first quarter to the second quarter of 2013, led primarily by strong sales of consumables and related service in North American industrial markets. Improving demand in China and the Middle East also contributed to year-over-year sales growth during both periods. Sales in the business' chemical treatment solutions product line also grew on a year-over-year basis for both the three and six month periods due primarily to continued sales force investments in the U.S. market, and to a lesser extent, continued international expansion. Capital equipment spending in municipal end markets declined on a year-over-year basis during the three and six month periods.

Sales from existing businesses in the segment's retail petroleum equipment businesses grew at a mid-single digit rate and a low-single digit rate during the three and six months ended June 28, 2013, respectively, in each case as compared to the comparable period of 2012. Demand for the businesses' dispenser and retail automation products increased across nearly all major geographies with the exception of certain high-growth markets where regulatory drivers resulted in higher-than-usual sales in the first half of 2012.

Operating profit margins were flat on a year-over-year basis during the three months ended June 28, 2013. Year-over-year operating profit margin comparisons benefited 70 basis points from the favorable impact of higher sales volumes, incremental year-over-year cost savings associated with the restructuring actions taken in the fourth quarter of 2012 and continuing productivity improvement initiatives, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments. The dilutive effect of acquisitions adversely impacted year-over-year operating margin comparisons by 70 basis points.

Operating profit margins were flat on a year-over-year basis during the six months ended June 28, 2013. Year-over-year operating profit margin comparisons benefited 60 basis points from the favorable impact of higher sales volumes, incremental year-over-year cost savings associated with the restructuring actions taken in the fourth quarter of 2012 and continuing productivity improvement initiatives, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments. The dilutive effect of acquisitions adversely impacted year-over-year operating margin comparisons by 60 basis points.

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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, physician’s offices, reference laboratories and other critical care settings use to diagnose disease and make treatment decisions. The Company’s life sciences businesses offer a broad range of research and clinical tools that scientists use to study cells and cell components to 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						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Sales	$	1,674.3		$	1,583.4		$	3,241.7		$	3,129.3
Operating profit	240.7			207.9			440.0			413.8
Depreciation and amortization	127.9			119.4			253.1			237.1
Operating profit as a % of sales	14.4		%	13.1		%	13.6		%	13.2		%
Depreciation and amortization as a % of sales	7.6		%	7.5		%	7.8		%	7.6		%

Components of Sales Growth	% Change Three Months Ended June 28, 2013 vs. Comparable 2012 Period		% Change Six Months Ended June 28, 2013 vs. Comparable 2012 Period
Existing businesses	5.0	%	4.0	%
Acquisitions/divestitures	1.5	%	1.0	%
Currency exchange rates	(1.0	)%	(1.5	)%
Total	5.5	%	3.5	%

Year-over-year price increases in the segment had a negligible impact on sales during both the three and six months ended June 28, 2013.

Sales from existing businesses in the segment's diagnostics business grew at a mid-single digit rate during both the three and six months ended June 28, 2013 as compared to the comparable periods of 2012 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 high-growth markets more than offset slightly negative year-over-year sales performance in North America and Europe. Continued strong global consumable sales related to the business' installed base of instrumentation as well as robust demand for compact blood gas analyzers drove the majority of the sales growth in the acute care diagnostic business. Increased demand for the acute care business' cardiac care instruments, particularly in China, also contributed to year-over-year sales growth in both periods. The majority of the year-over-year sales growth in the pathology diagnostics business for the three months ended June 28, 2013 was driven by increased demand for advanced staining systems and consumables in North America and China. The business also experienced sequential improvements in Europe as it transitions from a distribution to a direct sales model in that region.

Sales from existing businesses in the segment's life sciences businesses grew at a mid-single digit rate during both the three and six months ended June 28, 2013 as compared to the comparable periods of 2012 due primarily to strong demand for new product introductions across the life sciences businesses. Sales of the business' broad range of mass spectrometers grew on a year-over-year basis in both periods as sales growth in the applied and clinical research markets, and to a lesser extent in the pharmaceutical market, was partially offset by sales declines in the academic research market. Geographically, sales growth in the mass spectrometry business was strong in China and North America. The business' confocal microscopy, flow cytometry and sample preparation product lines also contributed to growth in both periods, with improved demand in high-growth markets and Japan.

Operating profit margins increased 130 basis points during the three months ended June 28, 2013 as compared to the comparable period of 2012. Year-over-year operating profit margin comparisons were favorably impacted by 180 basis points from higher sales volumes, restructuring actions taken in the fourth quarter of 2012 and ongoing productivity improvement

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initiatives, net of the impact of the incremental year-over-year costs associated with various sales, marketing and product development growth investments and the new U.S. medical device excise tax that took effect in 2013. The dilutive effect of acquisitions adversely impacted segment operating profit margins by 50 basis points.

Operating profit margins increased 40 basis points during the six months ended June 28, 2013 as compared to the comparable period of 2012. Year-over-year operating profit margin comparisons were favorably impacted by 95 basis points from higher sales volumes, restructuring actions taken in the fourth quarter of 2012 and ongoing productivity improvement initiatives, net of the impact of the incremental year-over-year costs associated with various sales, marketing and product development growth investments and the new U.S. medical device excise tax that took effect in 2013. The dilutive effect of acquisitions adversely impacted segment operating profit margins by 55 basis points.

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						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Sales	$	514.7		$	498.8		$	994.5		$	963.5
Operating profit	78.8			71.6			141.7			130.5
Depreciation and amortization	20.9			22.8			41.8			45.6
Operating profit as a % of sales	15.3		%	14.4		%	14.3		%	13.5		%
Depreciation and amortization as a % of sales	4.1		%	4.6		%	4.2		%	4.7		%

Components of Sales Growth	% Change Three Months Ended June 28, 2013 vs. Comparable 2012 Period		% Change Six Months Ended June 28, 2013 vs. Comparable 2012 Period
Existing businesses	2.5	%	2.5	%
Acquisitions	1.0	%	1.0	%
Currency exchange rates	(0.5	)%	(0.5	)%
Total	3.0	%	3.0	%

Price increases in the segment contributed 1.5% to sales growth on a year-over-year basis during both the three and six month periods and are reflected as a component of the change in sales from existing businesses.

Sales from existing businesses in the segment’s dental consumables businesses grew at a mid-single digit rate during the three months ended June 28, 2013 and grew at a low-single digit rate during the six month period, in each case as compared to the comparable period of 2012, primarily as a result of increased sales of professional dental consumables and implant products. Geographically, sales of dental consumables grew on a year-over-year basis during both periods in North America as well as China and other high-growth markets and continued to contract slightly in Western Europe. 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 due primarily to increased demand for treatment units and associated equipment in high-growth markets and imaging equipment in North America. This growth was partially offset by lower demand for dental equipment in Europe resulting from the weak economic conditions.

Operating profit margins increased 90 basis points during the three months ended June 28, 2013 as compared to the comparable period of 2012. Year-over-year operating profit margin comparisons benefited from the favorable impact of slightly higher sales volumes (including price increases), incremental year-over-year cost savings associated with the restructuring actions taken in the fourth quarter of 2012 and continuing productivity improvement initiatives, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments.

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Operating profit margins increased 80 basis points during the six months ended June 28, 2013 as compared to the comparable period of 2012. Year-over-year operating profit margin comparisons benefited 65 basis points from the favorable impact of higher sales volumes (including price increases), incremental year-over-year cost savings associated with the restructuring actions taken in the fourth quarter of 2012 and continuing productivity improvement initiatives, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments. Net higher overall operating profit margins of acquired businesses also favorably impacted year-over-year comparisons by 15 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, energetic materials and engine retarder businesses. The Company sold its ASI business in January 2012 and its KEO business in February 2012. 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						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Sales	$	866.7		$	851.0		$	1,683.5		$	1,615.6
Operating profit	204.1			190.3			375.0			348.1
Depreciation and amortization	21.9			19.4			43.7			36.8
Operating profit as a % of sales	23.5		%	22.4		%	22.3		%	21.5		%
Depreciation and amortization as a % of sales	2.5		%	2.3		%	2.6		%	2.3		%

Components of Sales Growth	% Change Three Months Ended June 28, 2013 vs. Comparable 2012 Period		% Change Six Months Ended June 28, 2013 vs. Comparable 2012 Period
Existing businesses	(2.5	)%	(2.0	)%
Acquisitions	4.0	%	6.0	%
Currency exchange rates	0.5	%	—	%
Total	2.0	%	4.0	%

Price increases in the segment contributed 1.5% and 1.0% to sales growth on a year-over-year basis during the three and six months ended June 28, 2013, respectively, 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 mid-single digit rate during both the three and six months ended June 28, 2013 as compared to the comparable periods of 2012, due primarily to continued demand for marking and coding equipment and related consumables, with strong growth experienced in Europe and North America. Improving demand in Latin America also contributed to sales growth but was partially offset by lower demand in China during the three month period. Increased year-over-year demand for the business' packaging and color solutions also contributed to the segment's existing business' sales growth in both periods. Sales in these product lines grew in most major geographies with particular strength in high-growth markets.

Sales from existing businesses in the segment’s motion businesses declined at a mid-teens rate during the three months ended June 28, 2013 and declined at a low-double digit rate during the six month period, in each case as compared to the comparable period of 2012 due to continued soft demand in the majority of end markets served, particularly technology and defense related end markets. Year-over-year sales declines in Europe, China and certain end markets in North America more than offset improving demand in North America for industrial automation products. Year-over-year growth rates for the motion businesses are expected to remain negative for the second half of 2013.

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Sales from existing businesses in the segment’s other businesses collectively declined at a low-single digit rate during both the three and six months ended June 28, 2013 as compared to the comparable periods of 2012. Lower demand in the segment's engine retarder business was partially offset by higher sales in the segment's energetic materials business. Sales in the segment's sensors and controls businesses were essentially flat in both periods.

Operating profit margins increased 110 basis points during the three months ended June 28, 2013 as compared to the comparable period of 2012. Price increases, incremental year-over-year cost savings associated with the restructuring actions taken in the fourth quarter of 2012 and continuing productivity improvement initiatives, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments, more than offset the impact of reduced unit sales during the period.

Operating profit margins increased 80 basis points during the six months ended June 28, 2013 as compared to the comparable period of 2012. Higher prices and incremental year-over-year cost savings associated with the restructuring actions taken in the fourth quarter of 2012 and continuing productivity improvement initiatives, net of incremental year-over-year costs associated with various sales, marketing and product development growth investments and the impact of reduced unit sales, favorably impacted operating profit margins by 115 basis points on a year-over-year basis. The net dilutive effect of acquired businesses adversely impacted year-over-year operating profit margin comparisons by 35 basis points.

COST OF SALES AND GROSS PROFIT

($ in millions)	Three Months Ended						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Sales	$	4,737.5		$	4,553.5		$	9,182.2		$	8,869.7
Cost of sales	(2,242.0		)	(2,198.0		)	(4,361.0		)	(4,278.7		)
Gross profit	2,495.5			2,355.5			4,821.2			4,591.0
Gross profit margin	52.7		%	51.7		%	52.5		%	51.8		%

The year-over-year increase in gross profit margins during both the three and six month periods ended June 28, 2013 compared to 2012, is due primarily to the favorable impact of higher year-over-year sales volumes, incremental year-over-year cost savings associated with fourth quarter 2012 restructuring activities and continued productivity improvements. In 2010, the U.S. government passed health care reform legislation which, among other provisions, imposes a 2.3% excise tax on the sale or importation of certain medical devices. These provisions apply to various products in the Company's Life Sciences and Diagnostics and Dental segments and became effective in 2013. The excise tax increased the Company's cost of sales as a percentage of revenue on a year-over-year basis for both the three and six month periods ended June 28, 2013 by approximately 15 basis points. The impact of the medical devices excise tax has been mitigated by general price increases implemented during the first half of 2013.

OPERATING EXPENSES

($ in millions)	Three Months Ended						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Sales	$	4,737.5		$	4,553.5		$	9,182.2		$	8,869.7
Selling, general and administrative expenses	1,339.7			1,278.6			2,638.1			2,523.5
Research and development expenses	312.2			283.6			608.6			553.7
SG&A as a % of sales	28.3		%	28.1		%	28.7		%	28.5		%
R&D as a % of sales	6.6		%	6.2		%	6.6		%	6.2		%

Selling, general and administrative expenses as a percentage of sales increased 20 basis points on a year-over-year basis for both the three and six months ended June 28, 2013 compared with the comparable periods in 2012. Continued investments in the Company’s sales and marketing growth initiatives were partially offset by increased leverage of the Company’s general and administrative cost base resulting from higher sales and incremental year-over-year cost savings associated with fourth quarter 2012 restructuring activities.

Research and development expenses consist principally of internal and contract engineering personnel costs. On a year-over-year basis, research and development expenses as a percentage of sales increased 40 basis points for both the three and six

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months ended June 28, 2013, due primarily to incremental year-over-year investments 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 7 of the Consolidated Condensed Financial Statements.

Interest expense of $39 million and $79 million for the three and six months ended June 28, 2013, respectively, was essentially flat on a year-over-year basis.

INCOME TAXES

The Company’s effective tax rate from continuing operations for the three and six months ended June 28, 2013 was 23.5% and 24.3%, respectively, as compared to 22.5% and 23.8% for the three and six months ended June 29, 2012, respectively. The effective tax rates in 2013 and 2012 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 rate for the three months ended June 29, 2012 was also lower due to statute of limitations expirations relating to tax positions in non-U.S. jurisdictions.

The effective tax rate from continuing operations for the second half of 2013 is forecasted to be approximately 23.5% based on the projected mix of earnings before tax by jurisdiction, excluding the impact of any matters that would be treated as “discrete.” The actual mix of earnings by jurisdiction could fluctuate from the projection which would impact the Company's effective tax rate for the year. 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 of limitations expirations and changes in tax regulations, are reflected in the period in which they occur. As a result, it is reasonably possible that the actual effective tax rate used for financial reporting purposes may change in future periods.

We conduct business globally, and as a result, the Company files numerous consolidated and separate income tax returns in the United States federal, state and foreign jurisdictions. The Company and its subsidiaries are routinely examined by various taxing authorities both domestically and internationally. The Internal Revenue Service (“IRS”) has recently completed examinations of certain of the Company's federal income tax returns for the years 2008 and 2009 and has recently commenced its examinations of the Company's federal income tax returns for 2010 and 2011. In addition, the Company has subsidiaries in Belgium, Brazil, Canada, Denmark, France, Germany, Hong Kong, India, Italy, Japan, Norway, Singapore, Sweden, the United Kingdom and various other countries, states and provinces that are currently under audit for years ranging from 2000 through 2011. Tax authorities in Denmark and Germany have raised significant issues related to the deductibility and taxability of interest arising from the capital structures of certain of our subsidiaries. Discussions with tax authorities are ongoing and final assessments have not been issued. Management believes the positions taken are in accordance with the relevant tax laws and that it is more-likely-than-not that the Company will be successful in sustaining its positions if assessed. However, the ultimate resolution of these matters is uncertain, could take many years, and individually or in the aggregate could result in a material adverse impact to the Company's financial position, results of operations, cash flows, or the effective tax rate in future reporting periods.

INFLATION

The effect of inflation on the Company’s revenues and net earnings was not significant in the three and six month periods ended June 28, 2013.

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LIQUIDITY AND CAPITAL RESOURCES

Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. Following is an overview of the Company’s cash flows and liquidity for the six months ended June 28, 2013:

Overview of Cash Flows and Liquidity

($ in millions)	Six Months Ended
	June 28, 2013			June 29, 2012
Total operating cash flows provided by continuing operations	$	1,535.7		$	1,695.9
Cash paid for acquisitions	$	(322.6	)	$	(945.1	)
Payments for additions to property, plant and equipment	(252.5		)	(228.5		)
Proceeds from sale of unconsolidated joint venture	692.0			—
Proceeds from sale of discontinued operations	—			337.5
All other investing activities	(5.9		)	14.1
Net cash provided by (used in) investing activities	$	111.0		$	(822.0	)
Proceeds from issuance of common stock	$	110.0		$	104.3
Payment of dividends	(17.3		)	(34.7		)
Net repayments of borrowings (maturities of 90 days or less)	(768.0		)	(310.0		)
Repayments of borrowings (maturities longer than 90 days)	(310.4		)	(2.2		)
Net cash used in financing activities	$	(985.7	)	$	(242.6	)

• Operating cash flows from continuing operations was $1.5 billion during the first half of 2013 and decreased $160 million, or 9%, as compared to the first half of 2012, due primarily to the amount and timing of income tax payments and customer deposits received in 2012.

• The net repayment of borrowings with maturities of 90 days or less constituted the most significant use of cash during the first half of 2013. The Company repaid $768 million of such borrowings during the period, primarily commercial paper borrowings. The Company also repaid the $300 million of floating rate senior notes due 2013 upon maturity in June 2013.

• In February 2013, the Company sold its investment in Apex, an unconsolidated joint venture. Aggregate cash proceeds received during the first half of 2013 in connection with the sale were $759 million (including $67 million of dividends received during 2013 prior to the closing of the sale).

• The Company acquired five businesses during the first half of 2013 for total consideration (net of cash acquired) of $323 million.

• As of June 28, 2013, the Company held $2.3 billion of cash and cash equivalents.

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, paying interest and servicing debt 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 $1.5 billion for the first half of 2013, a decrease of $160 million, or 9% as compared to the comparable period of 2012. The year-over-year change in operating cash flows was primarily attributable to the following factors:

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• Earnings from continuing operations increased by $189 million in the first half of 2013 as compared to the first half of 2012. The Company realized a $230 million pre-tax gain on the sale of the Apex joint venture. While this gain is included in earnings from continuing operations, the proceeds from this sale are shown in the investing activities section of the Statement of Cash Flows and therefore do not contribute to operating cash flows.

• Earnings for the first half of 2013 reflected an increase of $27 million of depreciation and amortization expense as compared to the comparable period of 2012. Amortization expense primarily relates to the amortization of intangible assets acquired in connection with acquisitions. Depreciation expense relates to both the Company's manufacturing and operating facilities as well as instrumentation leased to customers under operating-type lease arrangements. Depreciation and amortization expense decreases earnings without a corresponding impact to operating cash flows.

• The aggregate of trade accounts receivable, inventories and trade accounts payable used $59 million in operating cash flows during the first half of 2013, compared to the comparable period of 2012 during which these items provided $38 million in operating cash flows. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories and trade accounts payable depends upon how effectively the Company manages the cash conversion cycle, which effectively represents the number of days that elapse from the day it pays for the purchase of raw materials and components to the collection of cash from its customers.

• Accrued expenses and other liabilities used $156 million in operating cash flows during the first half of 2013, compared to the comparable period of 2012 during which these items provided $27 million in operating cash flows.  This change was driven primarily by the timing of customer deposits received in the first half of 2012 in the Test & Measurement segment's network communications business.

• Cash income tax payments from continuing operations were approximately $62 million higher during the first half of 2013 as compared to the first half of 2012.

• During the first half of 2013, the Company paid $63 million related to its 2012 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 provided by investing activities was $111 million during the first half of 2013 compared to approximately $822 million of cash used in the first half of 2012. For a discussion of the Company’s acquisitions during the first half of 2013 and the divestiture of the Company's ownership interest in Apex, refer to “—Overview.”

Capital expenditures for property, plant and equipment increased $24 million or 10% on a year-over-year basis for the first half of 2013 compared to 2012 reflecting continued investments in equipment leased to customers and other operating assets. For full year 2013, 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, payments for repurchases of common stock and payments of dividends to shareholders. Financing activities used cash of $986 million during the first half of 2013 compared to $243 million used during the first half of 2012, due primarily to the net repayment of commercial paper borrowings and the repayment of the $300 million of floating rate senior notes due 2013 upon maturity in June 2013.

For a description of the Company’s outstanding debt as of June 28, 2013, refer to Note 7 of the Consolidated Condensed Financial Statements. As of June 28, 2013, the Company was in compliance with all of its debt covenants.

The Company satisfies any short-term liquidity needs that are not met through operating cash flow and available cash primarily through issuances of commercial paper under its U.S. and Euro commercial paper programs. As of June 28, 2013, 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 remaining maturity of approximately twenty-two 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 June 28, 2013. As of June 28, 2013, the Company classified its borrowings outstanding under the commercial paper programs, as well as its Eurobond notes

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due July 22, 2013 and its 1.3% senior notes due June 23, 2014, as long-term debt in the accompanying Consolidated Condensed Balance Sheet as the Company has the intent and ability, as supported by availability under the Credit Facility referenced below, to refinance these borrowings for at least one year from the balance sheet date.

Credit support for the commercial paper program is provided by a $2.5 billion unsecured multi-currency revolving credit facility with a syndicate of banks that expires on July 15, 2016 (the “Credit Facility”). The Credit Facility can also be used for working capital and other general corporate purposes. As of June 28, 2013, no borrowings were outstanding under the Credit Facility and the Company was in compliance with all covenants under the facility. In addition to the Credit Facility, the Company has entered into reimbursement agreements with various commercial banks to support the issuance of letters of credit.

The Company has filed a “well-known seasoned issuer” shelf registration statement on Form S-3 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, including without limitation repayment or refinancing of debt or other corporate obligations, acquisitions, capital expenditures, share repurchases and dividends, and working capital.

There were no repurchases of equity securities during the second quarter of 2013, and as of June 28, 2013, approximately 7.5 million shares remained available for repurchase pursuant to the repurchase program approved by the Company's Board of Directors in May 2010 (the “2010 Repurchase Program”).  On July 16, 2013, the Company's Board of Directors approved a new repurchase program (the “2013 Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company's common stock from time to time on the open market or in privately negotiated transactions. The 2013 Repurchase Program replaces the 2010 Repurchase Program.  There is no expiration date for the 2013 Repurchase Program, and the timing and amount of any shares repurchased under the program will be determined by the Company's management based on its evaluation of market conditions and other factors.  The 2013 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.

Aggregate cash payments for dividends during the first six months of 2013 were $17 million. This is lower than in the comparable period of 2012, as the Company made no cash payments for dividends during the first quarter of 2013 as the Company's Board determined to accelerate the quarterly dividend that would normally have been paid in January 2013 and paid it in December 2012. The Company has declared a regular quarterly dividend of $0.025 per share payable on July 26, 2013 to holders of record on June 28, 2013.

Cash and Cash Requirements

As of June 28, 2013, the Company held $2.3 billion of cash and cash equivalents that were invested in highly liquid investment grade debt instruments with a maturity of 90 days or less with an approximate weighted average annual interest rate of 0.3%. $816 million of this amount was held within the United States and $1.5 billion was held outside of the United States. The Company will continue to have cash requirements to support working capital needs, capital expenditures and acquisitions, to pay interest and service debt, pay taxes, 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 also may from time to time access the capital markets to take advantage of favorable interest rate environments or other market conditions. With respect to the Eurobond Notes which mature on July 22, 2013 and the 1.3% senior notes which mature on June 23, 2014, the Company expects to repay the principal amounts when due under these notes using available cash, proceeds from the issuance of commercial paper and/or proceeds from other debt issuances.

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

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June 28, 2013, management believes that it has sufficient liquidity to satisfy its cash needs, including its cash needs in the United States.

During 2013, the Company’s cash contribution requirements for its U.S. defined benefit pension plan are not expected to be significant and the Company’s cash contribution requirements for its non-U.S. defined benefit pension plans are expected to be approximately $52 million. The ultimate amounts to be contributed depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates and other factors.

CRITICAL ACCOUNTING POLICIES

There were no material changes during the quarter ended June 28, 2013 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 2012 Annual Report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about market risk appear in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Instruments and Risk Management,” in the Company’s 2012 Annual Report on Form 10-K. There were no material changes during the quarter ended June 28, 2013 to this information reported in the Company’s 2012 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

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

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

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

Information regarding risk factors appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Information Relating to Forward-Looking Statements,” in Part I — Item 2 of this Form 10-Q and in Part I — Item 1A of Danaher’s 2012 Annual Report on Form 10-K.

There were no material changes during the quarter ended June 28, 2013 to the risk factors described in Danaher's 2012 Annual Report on Form 10-K.

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

There were no repurchases of equity securities during the second quarter of 2013, and as of June 28, 2013, approximately 7.5 million shares remained available for repurchase pursuant to the repurchase program approved by the Company's Board of Directors in May 2010 (the “2010 Repurchase Program”).  On July 16, 2013, the Company's Board of Directors approved a new repurchase program (the “2013 Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company's common stock from time to time on the open market or in privately negotiated transactions. The 2013 Repurchase Program replaces the 2010 Repurchase Program.  There is no expiration date for the 2013 Repurchase Program, and the timing and amount of any shares repurchased under the program will be determined by the Company's management based on its evaluation of market conditions and other factors.  The 2013 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 second quarter of 2013, holders of certain of the Company’s Liquid Yield Option Notes (“LYONs”) converted such LYONs into an aggregate of 1,103,728 shares of Danaher common stock, par value $0.01 per share. In each case, the shares of common stock were issued solely to existing security holders upon conversion of the LYONs pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended.

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ITEM 6. EXHIBITS

(a) Exhibits:

3.1	Restated Certificate of Incorporation of Danaher Corporation (1)
3.2	Amended and Restated By-laws of Danaher Corporation (2)
10.1	Danaher Corporation 2007 Stock Incentive Plan, as amended* (3)
10.2	Form of Danaher Corporation 2007 Stock Incentive Plan Stock Option Agreement*
10.3	Form of Danaher Corporation 2007 Stock Incentive Plan Stock Option Agreement for Non-Employee Directors*
10.4	Form of Danaher Corporation 2007 Stock Incentive Plan Restricted Stock Unit Agreement*
10.5	Form of Danaher Corporation 2007 Stock Incentive Plan Restricted Stock Unit Agreement for Non-Employee Directors*
11.1	Computation of per-share earnings (4)
12.1	Calculation of ratio of earnings to fixed charges
31.1	Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document (5)
101.SCH	XBRL Taxonomy Extension Schema Document (5)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (5)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (5)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (5)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (5)

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

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

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

(3) Incorporated by reference from Exhibit 10.1 to Danaher Corporation’s Current Report on Form 8-K filed on May 8, 2013 (Commission File Number: 1-8089).

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

(5) Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Condensed Balance Sheets as of June 28, 2013 and December 31, 2012, (ii) Consolidated Condensed Statements of Earnings for the three and six months ended June 28, 2013 and June 29, 2012, (iii) Consolidated Condensed Statements of Comprehensive Income for the three and six months ended June 28, 2013 and June 29, 2012, (iv) Consolidated Condensed Statement of Stockholders’ Equity for the six months ended June 28, 2013, (v) Consolidated Condensed Statements of Cash Flows for the six months ended June 28, 2013 and June 29, 2012, 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:	July 17, 2013	By:	/s/ Daniel L. Comas
		Daniel L. Comas
		Executive Vice President and Chief Financial Officer
Date:	July 17, 2013	By:	/s/ Robert S. Lutz
		Robert S. Lutz
		Senior Vice President and Chief Accounting Officer

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EX-10.2

Exhibit 10.2

DANAHER CORPORATION

2007 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

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

I.NOTICE OF STOCK OPTION GRANT

Name:
Participant ID:
The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows:
Date of Grant
Exercise Price per Share	$
Total Number of Shares Granted
Type of Option	Nonstatutory Stock Option
Expiration Date	Tenth anniversary of Date of Grant
Vesting Schedule:	100% vested upon grant
Time-Based Vesting Criteria	The time-based vesting criteria will be satisfied with respect to ____% of the Options on each of the _____________ anniversaries of the Date of Grant.
Performance Objective:	None

II.AGREEMENT

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

2.    Vesting.

(a)    Vesting Schedule. Except as may otherwise be set forth in this Agreement or in the Plan, Options awarded to an Optionee shall not vest until the Optionee (i) satisfies the performance-based

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

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

(c)    Age 65. Notwithstanding anything to the contrary set forth in the Plan, if the Optionee is employed in the European Economic Area as of the Date of Grant (“EU Optionee”), (1) the Plan provisions providing that options held by an optionee upon retirement after age 65 will remain outstanding and continue to vest and be exercisable until the earlier of the fifth anniversary of retirement or the expiration of the award shall not apply to any of the Options awarded pursuant to this Agreement, and (2) with respect to the Options awarded pursuant to this Agreement, the definition of “Early Retirement” for purposes of the Plan and this Agreement shall be modified to read as follows: “’Early Retirement’ means an employee voluntarily ceases to be an Employee and the Committee determines that the cessation constitutes Retirement for purposes of this Plan. In deciding whether a termination of employment is an Early Retirement, the Committee need not consider the definition under any other Company benefit plan.” For the avoidance of doubt, the attainment of age 65 by an EU Optionee shall confer no rights or benefits with respect to the Options awarded pursuant to this Agreement, and Section 5(e) of this Agreement shall not apply to Options granted under this Agreement to an EU Optionee. The parties to this Agreement expressly acknowledge that this Section 2(c) supersedes any conflicting provisions in the Plan.

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

3.    Exercise of Option.

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

(b)    Method and Time of Exercise. This Option shall be exercisable by any method made available from time to time by the external third party administrator of the Option awards. An exercise may

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

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

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

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

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

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

5.    Termination of Employment.

(a)    General. In the event the Optionee’s active employment or other active service-providing relationship with the Company or an Eligible Subsidiary terminates for any reason (other than (1) for any Optionee, death or Early Retirement, and (2) for an Optionee employed in any country outside the European Economic Area as of the Date of Grant (“Non-EU Optionee”), Normal Retirement) whether or not in breach of applicable labor laws, all unvested Options shall be automatically forfeited by the Optionee as of the date of termination and Optionee’s right to receive options under the Plan shall also terminate as of the date of termination. The Committee shall have discretion to determine whether the Optionee has ceased to be actively employed by (or, if the Optionee is a consultant or director, has ceased actively providing services to) the Company or Eligible Subsidiary, and the effective date on which such active employment (or active service-providing relationship) terminated. The Optionee’s active employer-employee or other active service-providing relationship will not be extended by any notice period mandated under applicable law (e.g., active employment shall not include a period of “garden leave”, paid administrative leave or similar

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period pursuant to applicable law) and in the event of an Optionee’s termination of employment (whether or not in breach of applicable labor laws), Optionee’s right to exercise any Option after termination of employment, if any, shall be measured by the date of termination of active employment or service and shall not be extended by any notice period mandated under applicable law. Unless the Committee provides otherwise (1) termination of the Optionee’s employment will include instances in which the Optionee is terminated and immediately rehired as an independent contractor, and (2) the spin‑off, sale, or disposition of the Optionee’s employer from the Company or an Eligible Subsidiary (whether by transfer of shares, assets or otherwise) such that the Optionee’s employer no longer constitutes an Eligible Subsidiary will constitute a termination of employment or service.

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

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

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

(e)    Normal Retirement. In the event any Non-EU Optionee voluntarily terminates his or her employment with the Company or an Eligible Subsidiary at or after reaching age 65, the Non-EU Optionee’s Options shall remain outstanding and shall continue to vest (as to both the Performance Objective and Time-Based Vesting Criteria, as applicable) and subject to satisfaction of all applicable Vesting Conditions may be exercised up until the fifth anniversary of the Normal Retirement date (or if earlier, up until the Expiration Date of the Option).

(f)    Early Retirement. In the event the Optionee voluntarily terminates his or her employment with the Company or an Eligible Subsidiary and the Committee determines that the cessation of Optionee’s employment constitutes Early Retirement, the Optionee’s Options shall remain outstanding and shall continue to vest (as to both the Performance Objective and Time-Based Vesting Criteria, as applicable) and subject to satisfaction of all applicable Vesting Conditions may be exercised up until the fifth anniversary of the Early Retirement date (or if earlier, up until the Expiration Date of the Option). The Optionee acknowledges and agrees that the grant of Early Retirement treatment is in the sole and absolute

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discretion of the Committee and that the Committee in its sole and absolute discretion may grant Early Retirement treatment with respect to all, a specified portion, or none of the Optionee’s Options.

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

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

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

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

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

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

7.    Amendment of Option or Plan.

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

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Revenue Code of 1986 (“Section 409A”) or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection with this award of Options.

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

8.    Tax Obligations.

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

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

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

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

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

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

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

11.    Board Authority. The Board and/or the Committee shall have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of the Agreement as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether any Options have vested). All interpretations and determinations made by the Board and/or the Committee in good faith shall be final and binding upon Optionee, the Company and all

7

other interested persons and such determinations of the Board and/or the Committee do not have to be uniform nor do they have to consider whether optionees are similarly situated. No member of the Board and/or the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement.

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

13.    Electronic Delivery.

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

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

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

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

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

Optionee understands that the Company and the Employer may hold certain personal information about Optionee, including, but not limited to, Optionee’s name, home address and telephone

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number, date of birth, social security or insurance number or other identification number, salary, nationality, and job title, any Common Stock or directorships held in the Company, and details of the Option or any other option or other entitlement to Shares, canceled, exercised, vested, unvested or outstanding in Optionee’s favor, for the purpose of implementing, administering and managing the Plan and/or the Amended 1998 Plan (“Data”). Optionee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan and/or the Amended 1998 Plan, that these recipients may be located in Optionee’s country or elsewhere, including outside the European Economic Area, and that the recipients’ country may have different data privacy laws and protections than Optionee’s country. Optionee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Optionee’s participation in the Plan and/or in the Amended 1998 Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Optionee may elect to deposit any Shares acquired upon exercise of the Option or any other option or other entitlement to Shares.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

20.    Addendum. The Option shall be subject to the special terms and provisions (if any) set forth in the Addendum A to this Agreement for Optionee’s country of residence. Moreover, if Optionee relocates to one of the countries included in the Addendum A, the special terms and conditions for such country will

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apply to Optionee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan and provided the imposition of the term or condition will not result in any adverse accounting expense with respect to the Option. Addendum A constitutes part of this Agreement. In addition, the Company reserves the right to impose other requirements on the Option and any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan and provided the imposition of the term or condition will not result in adverse accounting expense to the Company, and to require Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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

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

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

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

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

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[If the Agreement is signed in paper form, complete and execute the following:]
OPTIONEE	DANAHER CORPORATION
Signature	Signature
Print Name	Print Name
	Title
Residence Address

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ADDENDUM A

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

This Addendum may also include information regarding exchange controls and certain other issues of which Optionee should be aware with respect to Optionee’s participation in the Plan. The information is based on the securities, exchange control and other laws concerning Options in effect as of March 2013. Such laws are often complex and change frequently.As a result, the Company strongly recommends that Optionee not rely on the information noted herein as the only source of information relating to the consequences of Optionee’s participation in the Plan as the information may be out of date at the time Optionee exercises the Option or sells Shares acquired under the Plan.

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

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

OPTIONEES IN CHINA, ISRAEL, ITALY, AND VIETNAM

Method of Exercise

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

OPTIONEES IN ARGENTINA

Securities Law Notice

Optionee understands that neither the grant of the Option nor the purchase of Shares constitute a public offering as defined by the Law N° 17,811, or any other Argentine law. The offering of the Option is a private placement. As such, the offering is not subject to the supervision of any Argentine governmental authority.

Labor Law Acknowledgement

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

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Exchange Control Information

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

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

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

OPTIONEES IN BELGIUM

Terms and Conditions

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

Tax Reporting Information

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

OPTIONEES IN CANADA

Consent to Receive Information in English for Optionees in Quebec

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

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

Data Privacy

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

Securities Law Notice

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

OPTIONEES IN CHILE

Exchange Control and Tax Reporting Information

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

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

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

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

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

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

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Securities Law Notice

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

OPTIONEES IN CHINA

Terms and Conditions Applicable to Optionees who are PRC Nationals

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

Further, Optionee agrees that the Company is authorized to instruct its designated broker to assist with the immediate sale of such shares (on Optionee’s behalf pursuant to this authorization), and Optionee expressly authorizes such broker to complete the sale of such shares. Optionee acknowledges that the Company’s broker is under no obligation to arrange for the sale of the shares at any particular price.

In addition, Optionee understands and agrees that the cash proceeds from the exercise of his or her Options, (i.e., the proceeds of the sale of the shares underlying the Options, less the Exercise Price and any administrative fees) will be repatriated to China. Optionee further understands that, under local law, such repatriation of the cash proceeds will be effectuated through a special foreign exchange control account approved by the local district of the State Administration of Foreign Exchange, and Optionee hereby consents and agrees that the proceeds from the sale of Shares acquired under the Plan, net of the Exercise Price and administrative fees, will be transferred to such special account prior to being delivered to Optionee. The net sale proceeds (i.e., sale proceeds less applicable overseas brokerage fees, any Exercise Price and PRC income tax) will be converted into Renminbi and remitted from the Dedicated Foreign Exchange Account directly to the personal bank account designated by Optionee, although the Company, in its sole discretion, may pay the net sale proceeds to Optionee in U.S. dollars. In the event the net sale proceeds are paid to Optionee in U.S. dollars, Optionee understands that he or she will be required to set up a U.S. dollar bank account in China and provide the bank account details to the Employer and/or the Company so that the net sale proceeds may be deposited into this account. In addition, Optionee understands and agrees that in the event the Company decides that the net sale proceeds will be paid in U.S. dollars, Optionee will be responsible for converting the net sale proceeds into Renminbi at Optionee’s expense.

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

Optionee agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in the Peoples’ Republic of China. Further, Optionee understands and agrees that the Company may, in its sole discretion, modify these terms and conditions depending on the development of local law.

Exchange Control Notice Applicable to Optionees in the PRC

Optionee understands that exchange control restrictions may limit Optionee’s ability to access and/or convert funds received under the Plan, particularly if these amounts exceed US$50,000. Optionee should confirm the procedures and requirements for withdrawals and conversions of foreign currency with his or her local bank prior to option exercise.

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OPTIONEES IN FRANCE

Consent to Receive Information in English

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

Consentement afin de Recevoir des Informations en Anglais

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

Exchange Control Notice

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

OPTIONEES IN HONG KONG

Terms and Conditions

This provision supplements Section 3 of the Agreement:

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

Securities Law Notice

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

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

OPTIONEES IN INDIA

Exchange Control Notice

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

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

Foreign Assets Reporting Information

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

OPTIONEES IN IRELAND

Director Notification

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

OPTIONEES IN ITALY

Plan Document Acknowledgement

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

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

Exchange Control Notice

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

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OPTIONEES IN KOREA

Exchange Control Notice

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

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

OPTIONEES IN MEXICO

Labor Law Acknowledgement

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

By accepting the Options, Optionee acknowledges that he or she understands and agrees that: (i) the Option is not related to the salary and other contractual benefits granted to Optionee by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of employment.

Policy Statement

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

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

Plan Document Acknowledgment

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

In addition, by signing the Agreement, Optionee further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in the Nature of Grant, Section 18 of the Agreement, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary

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basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Subsidiaries are not responsible for any decrease in the value of the Shares underlying the Option.

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

Spanish Translation

Reconocimiento de la Ley Laboral

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

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

Declaración de Política

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

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

Reconocimiento del Plan de Documentos

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

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

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

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así como a la Compañía, a sus Subsidiarias con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

OPTIONEES IN THE NETHERLANDS

Labor Law Acknowledgment

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

Securities Law Notice

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

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

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

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

OPTIONEES IN RUSSIA

Exchange Control Notice

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

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

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of each foreign account within one month of the account opening/closing; and (iv) the Russian tax authorities must be given notice of the account balances of such foreign accounts as of the beginning of each calendar year.

Securities Law Notice

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

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

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

OPTIONEES IN SINGAPORE

Securities Law Notice

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

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

Director Notification

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

OPTIONEES IN SPAIN

Vesting Schedule

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

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

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In particular, the Optionee understands and agrees that any Options that have not yet vested (or that do not become vested as a result of the Optionee’s death) as of the date that the Optionee is no longer actively providing services shall be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of the Optionee ceasing to be a Service Provider by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.

Nature of Plan

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

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

Exchange Control Notice

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

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

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

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OPTIONEES IN SWITZERLAND

Securities Law Notice

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

OPTIONEES IN TAIWAN

Exchange Control Notice

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

OPTIONEES IN THAILAND

Exchange Control Notice

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

OPTIONEES IN THE UNITED KINGDOM

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

(a)    Withholding Taxes. Regardless of any action the Company or any Subsidiary employing Optionee (the “Employer”) take with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant, vesting, exercise, release or assignment of any Option (the “Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax Related Items associated with the Option is and remains Optionee’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax Related Items. Further, if Optionee has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

As a condition of the issuance of Shares upon exercise of the Option, the Company and/or the Employer shall be entitled to withhold and Optionee agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, Optionee authorizes the

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Company and/or the Employer, in its sole discretion and to the extent permitted under local law, to satisfy the obligations with regard to all Tax Related Items legally payable by Optionee by one or a combination of the following: (i) require Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from Optionee’s wages or other compensation payable to Optionee by the Company and/or the Employer; (iii) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (iv) withholding in Shares otherwise issuable to Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event.

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

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EX-10.3

Exhibit 10.3

DANAHER CORPORATION

2007 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

(Non-Employee Directors)

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

I.    NOTICE OF STOCK OPTION GRANT

Name:
Participant ID:
The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Agreement, as follows:
Date of Grant
Exercise Price per Share	$
Total Number of Shares Granted
Type of Option	Nonstatutory Stock Option
Expiration Date	Tenth anniversary of Date of Grant
Vesting Schedule	100% vested upon grant

II.    AGREEMENT

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

2.    Exercise of Option.

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

(b)    Method and Time of Exercise. This Option shall be exercisable by any method made available from time to time by the external third party administrator of the Option awards. An exercise may be made with respect to whole Shares only, and not for a fraction of a Share. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable

requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. The Compensation Committee (the “Committee”) of the Company’s Board of Directors may require the Optionee to take any reasonable action in order to comply with any such rules or regulations. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Shares.

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

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

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

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

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

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

4.    Termination.

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

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if any, shall be measured by the date of termination of active service and shall not be extended by any notice period mandated under applicable law. Unless the Committee provides otherwise termination will include instances in which the Optionee is terminated and immediately hired as an independent contractor.

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

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

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

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

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

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

(g)    Violation of Post-Termination Covenant. To the extent that any of the Optionee’s Options remain outstanding under the terms of the Plan or this Agreement after termination of the Optionee’s

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active service-providing relationship, such Options shall nevertheless expire as of the date the Optionee violates any covenant not to compete or similar covenant that exists between the Optionee on the one hand and the Company or any subsidiary of the Company, on the other hand.

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

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

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

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

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

7.    Tax Obligations.

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

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

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

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

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

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

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

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

12.    Electronic Delivery.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

20.    Consent and Agreement With Respect to Plans. Optionee (1) acknowledges that the Plan and the prospectus relating thereto are available to Optionee on the website maintained by the Company’s third party stock plan administrator; (2) represents that he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice prior to executing this Agreement and fully understands all provisions of the Agreement and the Plan; (3) accepts this Option subject to all of the terms and provisions thereof; (4) consents and agrees to all amendments that have been made to the Plan since it was adopted in 2007 (and for the avoidance of doubt consents and agrees to each amended term reflected in the Plan as in effect on the date of this Agreement), and consents and agrees that all options and restricted stock units, if any, held by Optionee that were previously granted under the Plan as it has existed from time to time are now governed by the Plan as in effect on the date of this

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Agreement (except to the extent the Committee has expressly provided that a particular Plan amendment does not apply retroactively); and (5) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.

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

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[If the Agreement is signed in paper form, complete and execute the following:]
OPTIONEE	DANAHER CORPORATION
Signature	Signature
Print Name	Print Name
	Title
Residence Address

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EX-10.4

Exhibit 10.4

DANAHER CORPORATION

2007 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

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

I.NOTICE OF GRANT

Name:
Address:
The undersigned Participant has been granted an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Agreement, as follows:
Date of Grant
Number of Restricted Stock Units
Expiration Date
Vesting Schedule:
Time-Based Vesting Criteria	The time-based vesting criteria will be satisfied with respect to ____% of the shares underlying the RSUs on each of the _____________ anniversaries of the Date of Grant.
Performance Objective	Please see attached Addendum A

II.AGREEMENT

1.    Grant of RSUs. The Company hereby grants to the Participant named in this Notice of Grant (the “Participant”), an Award of Restricted Stock Units (“RSUs”) subject to the terms and conditions of this Agreement and the Plan, which are incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail.

2.    Vesting.

(a)    Vesting Schedule. Except as may otherwise be set forth in this Agreement or in the Plan, RSUs awarded to a Participant shall not vest until the Participant (i) satisfies the performance-based vesting criteria (“Performance Objective”), if any, applicable to such RSUs and (ii) continues to be actively employed with the Company or an Eligible Subsidiary for the periods required to satisfy the time-based vesting criteria (“Time-Based Vesting Criteria”) applicable to such RSUs. The Performance Objective and Time-Based Vesting Criteria applicable to RSUs are collectively referred to as “Vesting Conditions,” and the earliest date upon which all Vesting Conditions are satisfied is referred to as the “Vesting Date.” The

Vesting Conditions for an RSU received by a Participant shall be established by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (or by one or more members of Company management, if such power has been delegated in accordance with the Plan and applicable law) and reflected in the account maintained for the Participant by an external third party administrator of the RSU awards. Further, during any approved leave of absence (and without limiting the application of any other rules governing leaves of absence that the Committee may approve from time to time pursuant to the Plan), to the extent permitted by applicable law the Committee shall have discretion to provide that the vesting of the RSUs shall be frozen as of the first day of the leave and shall not resume until and unless the Participant returns to active employment prior to the Expiration Date of the RSUs.

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

(c)    Fractional RSU Vesting. In the event the Participant is vested in a fractional portion of an RSU (a “Fractional Portion”), such Fractional Portion will be rounded up and converted into a whole share of Common Stock (“Share”) and issued to the Participant. 

3.    Form and Timing of Payment; Conditions to Issuance of Shares.

(a)    Form and Timing of Payment. Each RSU represents the right to receive one Share of Common Stock of the Company on the date it vests. Unless and until the RSUs have vested in the manner set forth in Sections 2 and 4, Participant shall have no right to payment of any such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Subject to the other terms of the Plan and this Agreement, any RSUs that vest in accordance with Sections 2 and 4 will be paid to the Participant in whole Shares within 30 days of the Vesting Date. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. The Committee may require the Participant to take any reasonable action in order to comply with any such rules or regulations.

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

4.    Termination of Employment.

(a)    General. In the event the Participant’s active employment or other active service-providing relationship with the Company or an Eligible Subsidiary terminates for any reason (other than

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

(b)    Death. Upon Participant’s death, a pro rata amount of the outstanding RSUs scheduled to vest on a particular Vesting Date shall become vested based on the number of complete twelve-month periods between the Date of Grant and the date of the Participant’s death divided by the total number of twelve-month periods between the Date of Grant and the applicable Vesting Date. Notwithstanding anything in the Plan or this Agreement to the contrary, for purposes of this Section, any partial twelve-month period between the Date of Grant and the date of death shall be considered a complete twelve-month period and any Fractional Portion that results from applying the pro rata methodology shall be rounded up to a whole Share.

(c)    Early Retirement.

(i)    In the event the Participant voluntarily terminates his or her employment with the Company or an Eligible Subsidiary and the Committee determines that the cessation of Participant’s employment constitutes Early Retirement, (i) the Time-Based Vesting Criteria applicable to any portion of any RSUs scheduled to vest during the five (5) year period following the date of the Participant’s Early Retirement shall be deemed 100% satisfied; (ii) any portion of such RSUs subject to Time-Based Vesting Criteria not scheduled to vest until after the fifth anniversary of the Participant’s Early Retirement shall be immediately forfeited without consideration; and (iii) if the Participant holds RSUs described in (i) above that remain subject to any Performance Objective, the RSUs shall remain outstanding for up to the fifth anniversary of the Early Retirement (or if earlier, up to the Expiration Date of the RSUs) to determine whether such conditions become satisfied (and if the Committee determines that the Performance Objectives are satisfied within such period, the RSUs shall become fully vested). The Participant acknowledges and agrees that the grant of Early Retirement treatment is in the sole and absolute discretion of the Committee and that the Committee in its sole and absolute discretion may grant Early Retirement treatment with respect to all, a specified portion, or none of the Participant’s RSUs.

(ii)    Notwithstanding anything to the contrary set forth in the Plan, if the Participant is employed in the European Economic Area as of the Date of Grant, with respect to the RSUs awarded pursuant to this Agreement, the definition of “Early Retirement” for purposes of the Plan and this Agreement shall be modified to read as follows: “’Early Retirement’ means an employee voluntarily ceases to be an Employee and the Committee determines that the cessation constitutes Retirement for purposes of this Plan. In deciding whether a termination of employment is an Early Retirement, the Committee need not consider the definition under any other Company benefit plan.”

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

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

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

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

(a)    Unless the Committee determines otherwise in advance in writing, RSUs may not be transferred in any manner otherwise than by will or by the applicable laws of descent or distribution. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs and permitted successors and assigns of the Participant.

(b)    Notwithstanding any other term in this Agreement, the vesting criteria (including any performance objective) applicable to the RSUs must be satisfied if at all prior to the Expiration Date set out in the Notice of Grant.

6.    Amendment of RSUs or Plan.

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

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

7.    Tax Obligations.

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

Prior to the relevant taxable event, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer (in its sole discretion) to satisfy all withholding and payment on account obligations for Tax Related Items of the Company and/or the Employer. In this regard, the Participant authorizes the Company and the Employer, or either of them, in such entity’s sole discretion, to satisfy the obligations with regard to all Tax Related Items legally payable by the Participant (with respect to the award granted hereunder as well as any equity awards previously received by the Participant under any Company stock plan) by one or a combination of the following: (i) requiring the Participant to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding cash from the Participant’s wages or other compensation payable to the Participant by the Company and/or the Employer; (iii) arranging for the sale of Shares otherwise issuable to the Participant upon vesting of the RSUs (on Participant’s behalf and at Participant’s direction pursuant to this authorization); (iv) withholding from the proceeds of the sale of Shares acquired upon vesting of the RSUs; or (v) withholding in Shares otherwise issuable to the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan that are not satisfied by any of the means previously described. For the avoidance of doubt, in no event will the Company and/or Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Participant have the right to require the Company and/or Employer to withhold more than such amount. The Company may refuse to deliver the Shares to the Participant if the Participant fails to comply with Participant’s obligations in connection with the Tax Related Items as described in this Section.

(b)    Code Section 409A. Payments made pursuant to this Plan and the Agreement are intended to qualify for an exemption from or comply with Section 409A. Notwithstanding any provision in the Agreement, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that all RSUs

5

granted to Participants who are United States taxpayers are made in such a manner that either qualifies for exemption from or complies with Section 409A; provided, however, that the Company makes no representations that the Plan or the RSUs shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Plan or any RSUs granted thereunder. If this Agreement fails to meet the requirements of Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Participant by Section 409A, and the Participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A.

Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.

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

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

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

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

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

12.    Electronic Delivery.

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

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

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

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

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

Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, and job title, any Common Stock or directorships held in the Company, and details of the RSUs or any other restricted stock units or other entitlement to Shares awarded, canceled, vested, unvested or outstanding in Participant’s favor, for the purpose of implementing, administering and managing the Plan and/or the Amended 1998 Plan (“Data”). Participant understands that Data may be

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transferred to any third parties assisting in the implementation, administration and management of the Plan and/or the Amended 1998 Plan, that these recipients may be located in Participant’s country or elsewhere, including outside the European Economic Area, and that the recipients’ country may have different data privacy laws and protections than Participant’s country. Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan and/or in the Amended 1998 Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Participant may elect to deposit any Shares acquired upon vesting of the RSUs or any other restricted stock units or other entitlement to Shares.

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

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

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

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

17.    Nature of RSUs. In accepting the RSUs, Participant acknowledges and agrees that:

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

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

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

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

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

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

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

(h)    the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value;

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

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

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

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

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

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Company determines it is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan and provided the imposition of the term or condition will not result in any adverse accounting expense to the Company, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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

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

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

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

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

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[If the Agreement is signed in paper form, complete and execute the following:]
PARTICIPANT	DANAHER CORPORATION
Signature	Signature
Print Name	Print Name
	Title
Residence Address

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ADDENDUM A

The performance objectives for the performance based restricted stock unit grants referenced in the Agreement are (1) the Company’s achievement of four consecutive fiscal quarters of positive net income during the period between the Date of Grant and the tenth anniversary of the Date of Grant, and (2) the completion of four consecutive calendar quarters, commencing after the Date of Grant and ending on or prior to the tenth anniversary of the Date of Grant, in which the Company’s Adjusted EPS exceeds 110% of the Adjusted EPS for the four completed fiscal quarters ended as of the last day of the last fiscal quarter immediately preceding the Date of Grant.

“Adjusted EPS” means fully diluted earnings per share as determined pursuant to generally accepted accounting principles consistently applied (“GAAP”), but excluding (1) extraordinary or nonrecurring items in accordance with GAAP, (2) the impact of any change in accounting principles that occurs during either the baseline period or the performance period and the cumulative effect thereof (the committee may either apply the changed accounting principle to the baseline period and the performance period, or exclude the changed accounting principle from both periods), (3) goodwill and other intangible impairment charges, (4) gains or charges associated with discontinued operations or with the obtaining or losing control of a business, (5) gains or charges related to the sale or impairment of assets, (6)(i) all transaction costs directly related to acquisitions, (ii) all restructuring charges directly related to acquisitions and incurred within two years of the acquisition date, (iii) all charges and gains arising from the resolution of acquisition-related contingent liabilities identified as of the acquisition date, and (iv) all other charges directly related to acquisitions and incurred within two years of the acquisition date, and (7) the impact of any discrete income tax charges or benefits identified in the period; provided, that with respect to the gains and charges referred to in sections (3), (4), (5), (6)(iii), (6)(iv) and (7), only gains or charges that individually or as part of a series of related items exceed $10 million in aggregate during the baseline and measurement periods are excluded.

These performance criteria are in addition to the time-based vesting criteria that apply to these awards.

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ADDENDUM B

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

This Addendum may also include information regarding exchange controls and certain other issues of which Participant should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws concerning RSUs in effect as of March 2013. Such laws are often complex and change frequently.As a result, the Company strongly recommends that Participant not rely on the information noted herein as the only source of information relating to the consequences of Participant’s participation in the Plan as the information may be out of date at the time Participant vests in the RSUs or sells Shares acquired under the Plan.

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

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

PARTICIPANTS IN ARGENTINA

Securities Law Notice

Participant understands that neither the grant of the RSUs nor the Shares to be issued pursuant to the Award constitute a public offering as defined by the Law N° 17,811, or any other Argentine law. The offering of the RSUs is a private placement. As such, the offering is not subject to the supervision of any Argentine governmental authority.

Labor Law Acknowledgement

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

PARTICIPANTS IN AUSTRALIA

Securities Law Notice

If Participant acquires Shares pursuant to the vesting/settlement of the RSUs and offers his or her Shares for sale to a person or entity resident in Australia, Participant’s offer may be subject to disclosure requirements under Australian law. Participant should obtain legal advice on his or her disclosure obligations prior to making any such offer.

PARTICIPANTS IN CANADA

Consent to Receive Information in English for Participants in Quebec

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

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

RSUs Payable Only in Shares

RSUs granted to Participants in Canada shall be paid in Shares only. In no event shall any of such RSUs be paid in cash, notwithstanding any discretion contained in the Plan, or any provision in the Agreement to the contrary.

Data Privacy

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

Securities Law Notice

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

PARTICIPANTS IN CHILE

Securities Law Notice

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

Exchange Control Notification

It is the Participant’s responsibility to make sure that the Participant complies with exchange control requirements in Chile when the value of his or her stock transaction is in excess of US$10,000.

According to the International Exchange Transaction Regulations (“IETR”) issued by the Central Bank of Chile, it is arguable whether the acquisition of Shares for which you do not remit funds abroad represents an “investment operation”. In case the acquisition qualifies as an investment operation under the IETR and the aggregate value of any Shares exceeds US$10,000, the Participant must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within ten (10) days of the settlement of the RSUs.

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The Participant is not required to repatriate funds obtained from the sale of Shares or the receipt of any dividends or dividend equivalents. However, if the Participant decides to repatriate such funds, the Participant must do so through the Formal Exchange Market if the amount of the funds exceeds US$10,000. In such case, the Participant must report the payment to a commercial bank or registered foreign exchange office receiving the funds.

If the Participant’s aggregate investments held outside of Chile exceeds US$5,000,000 (including the investments made under the Plan), the Participant must report the investments annually to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.

Please note that exchange control regulations in Chile are subject to change. The Participant should consult with his or her personal legal advisor regarding any exchange control obligations that the Participant may have prior to the vesting of the RSUs.

Annual Tax Reporting Obligation

The Chilean Internal Revenue Service (“CIRS”) requires all taxpayers to provide information annually regarding: (i) the taxes paid abroad which they will use as a credit against Chilean income taxes, and (ii) the results of foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information before March 15 of each year. The forms to be used to submit the sworn statement are Tax Form 1853 “Annual Sworn Statement Regarding Credits for Taxes Paid Abroad” and Tax Form 1851 “Annual Sworn Statement Regarding Investments Held Abroad.” If the Participant is not a Chilean citizen and has been a resident in Chile for less than three years, the Participant is exempt from the requirement to file Tax Form 1853. These statements must be submitted electronically through the CIRS website: www.sii.cl.

PARTICIPANTS IN CHINA

Terms and Conditions Applicable to Participants who are PRC Nationals

Participant understands and agrees that, except as otherwise provided herein, upon RSU vesting, the underlying Shares will be sold immediately, unless the Company, in its sole discretion, decides to permit sale at a later time.

Participant further agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such Shares (on Participant’s behalf pursuant to this authorization), and Participant expressly authorizes such broker to complete the sale of such Shares. Participant acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the Shares at any particular price.

Participant further understands and agrees that the proceeds from the sale of any Shares acquired at vesting of the RSUs net of brokerage fees will be repatriated to China. Participant further understands that, under local law, such repatriation will be effectuated through a special foreign exchange control account approved by the State Administration of Foreign Exchange ("SAFE").

The sale proceeds and dividends less applicable overseas brokerage fees and PRC income tax will be converted into Renminbi and remitted from the Dedicated Foreign Exchange Account directly to the Participant's personal bank account, although the Company in its sole discretion, may pay the net sale proceeds to Participant in U.S. dollars. In the event the net sale proceeds are paid to Participant in U.S. dollars, Participant understands that he or she will be required to set up a U.S. dollar bank account in China and

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provide the bank account details to the Employer and/or the Company so that the net sale proceeds may be deposited into this account.

If the net sale proceeds and/or dividends are paid to Participant in local currency, Participant agrees to bear any currency fluctuation risk between the time the Shares are sold or dividends are paid and the time the proceeds are distributed to Participant through any such special account.

The Participant agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in the Peoples’ Republic of China. Further, the Participant understands and agrees that the Company may, in its sole discretion, modify these terms and conditions depending on the development of local law.

Exchange Control Notice Applicable to Participants in the PRC

Participant understand that exchange control restrictions may limit Participant’s ability to access and/or convert funds received under the Plan, particularly if these amounts exceed US$50,000. Participant should confirm the procedures and requirements for withdrawals and conversions of foreign currency with his or her local bank prior to the vesting of the RSUs/sale of the Shares.

Participant agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in the Peoples’ Republic of China.

PARTICIPANTS IN FRANCE

Consent to Receive Information in English

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

Consentement afin de Recevoir des Informations en Anglais

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

Exchange Control Notice

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

PARTICIPANTS IN HONG KONG

Securities Law Notice

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

Please be aware that the contents of the Agreement, including this Addendum, and the Plan have not been reviewed by any regulatory authority in Hong Kong. Participant is advised to exercise caution in relation

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to the RSU award. If Participant is in any doubt about any of the contents of this Agreement, including this Addendum, or the Plan, Participant should obtain independent professional advice.

By accepting the RSU award, Participant agrees that in the event that the RSUs vest and Shares are issued to Participant within six months of the Date of Grant, Participant agrees that he or she will not dispose of any Shares acquired prior to the six-month anniversary of the Date of Grant.

PARTICIPANTS IN INDIA

Exchange Control Notice

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

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

Foreign Assets Reporting Information

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

PARTICIPANTS IN IRELAND

Director Notification

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

PARTICIPANTS IN ITALY

Exchange Control Notice

The Participant must report in his or her annual tax return: (i) any transfers of cash or Shares to or from Italy exceeding €10,000 or the equivalent amount in U.S. dollars; and (ii) any foreign investments or investments

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(including proceeds from the sale of Sahres acquired under the Plan) held outside Italy exceeding €10,000 or the equivalent amount in U.S. dollars, if the investment may give rise to income in Italy. The Participant is exempt from the formalities in (i) if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on behalf of the Participant.

Data Privacy

This provision replaces the data privacy section in the Addendum:

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

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

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

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

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

Plan Document Acknowledgement

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

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

PARTICIPANTS IN JAPAN

Foreign Asset Reporting

The Participant will be required to report details of any assets held outside Japan as of December 31st to the extent such assets have a total net fair market value exceeding ¥50,000,000. This report is due by March 15th each year, beginning with March 15, 2013 for assets held outside Japan as of December 31, 2012. The Participant should consult with his or her personal tax advisor as to whether the reporting obligation applies to him or her and whether the requirement extends to any outstanding RSUs or Shares acquired under the Plan.

PARTICIPANTS IN KOREA

Exchange Control Notice

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

PARTICIPANTS IN MEXICO

Labor Law Acknowledgement

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

By accepting the RSUs, Participant acknowledges that he or she understands and agrees that: (i) the RSU is not related to the salary and other contractual benefits granted to Participant by the Employer; and (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of employment.

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Policy Statement

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

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

Plan Document Acknowledgment

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

In addition, by signing the Agreement, Participant further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in the Nature of RSUs, Section 15 of the Agreement, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its Subsidiaries are not responsible for any decrease in the value of the Shares underlying the RSUs.

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

Spanish Translation

Reconocimiento de la Ley Laboral

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

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

Declaración de Política

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

La Compañía, con oficinas registradas ubicadas en 2200 Pennsylvania Avenue, NW, Suite 800W, Washington, D.C., United States of America, es la única responsable por la administración del Plan y de la participación en el mismo y, en el caso del que tiene la RSU, la adquisición de Acciones no establece de forma alguna,

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una relación de trabajo entre el que tiene la RSU y la Compañía, ya que la participación en el Plan por parte del que tiene la RSU es completamente comercial y el único patrón es la Subsidiaria que esta contratando al que tiene la RSU, en caso de ser aplicable, así como tampoco establece ningún derecho entre el que tiene la RSU y el patrón.

Reconocimiento del Plan de Documentos

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

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

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

PARTICIPANTS IN THE NETHERLANDS

Labor Law Acknowledgment

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

Securities Law Notice

Participant should be aware of the Dutch insider-trading rules which may impact the sale of Shares acquired under the Plan. In particular, Participant may be prohibited from effectuating certain transactions if he or she has inside information about the Company.

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

Given the broad scope of the definition of inside information, certain employees working at the Company or a Subsidiary in the Netherlands may have inside information and, thus, would be

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prohibited from effectuating a transaction in securities in the Netherlands at a time when they have such inside information.

In the case of any uncertainty about whether the Dutch insider-trading rules apply, Participant should consult his or her personal legal advisor.

PARTICIPANTS IN RUSSIA

Securities Law Notice

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

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

Securities and Exchange Control Requirements.

To comply withlocal securities and exchange control requirements, Participant must agree to certain special terms and conditions to participate in the Plan if Participant is a Russian employee working in Russia, including the following special terms and conditions:

(i)    Participant understands that the RSUs and Shares acquired under the Plan are to be issued and sold solely in the United States. Any Shares issued to Participant through the vesting of the RSUs shall be delivered to Participant's brokerage account in the United States, where such Shares must be held until the time of sale. In no event will Shares be delivered to Participant in Russia. The Agreement (including the Addendum), the Plan and all other materials you receive regarding the RSUs and participation in the Plan do not constitute advertising or an offering of securities in Russia. Absent any requirement under local law, the issuance of Shares under the Plan has not and will not be registered in Russia and, therefore, the Shares described in any Plan documents are not offered or placed in public circulation in Russia;

(ii)    If Participant is a Russian national employee, he or she must repatriate to Russia the proceeds from the sale of Shares and any cash dividends, less any Tax-Related or other withholding obligations, received in relation to the RSUs within a reasonably short time of receipt. Such funds must be initially credited to Participant through a foreign currency account opened in Participant's name at an authorized bank in Russia. After the funds are initially received in Russia, they may be further remitted to foreign banks subject to the following limitations: (i) the foreign account may be opened only for individuals; (ii) the foreign account may not be used for business activities; and (iii) Participant must give notice to the Russian tax authorities about the opening/closing of each foreign account within one month of the account opening/closing;

(iii)    Participant understands that the Company reserves the right to force the sale of Shares you receive through the vesting of any RSUs for the purpose of facilitating compliance with local securities and exchange control requirements; and

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(iv)    Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with securities and/or exchange control requirements in Russia.

PARTICIPANTS IN SINGAPORE

Securities Law Notice

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

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

Director Notification

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

PARTICIPANTS IN SPAIN

Nature of Plan

This provision supplements Section 15 of the Agreement. In accepting the grant, Participant acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan.

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

Exchange Control Notice

Participant must declare the acquisition of shares to the Dirección General de Comercio e Inversiones (the “DGCI”) of the Ministry of Industry for statistical purposes. Participant must also declare ownership of any

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shares with the Directorate of Foreign Transactions each January while the shares are owned. In addition, if Participant wishes to import the ownership title of the shares (i.e., share certificates) into Spain, he or she must declare the importation of such securities to the DGCI. The sale of the shares must also be declared to the DGCI by means of a form D-6 filed in January. The form D-6, generally, must be filed within one month after the sale if Participant owns more than 10% of the share capital of the Company or his or he investment exceeds €1,502,530.

When receiving foreign currency payments in excess of €50,000 derived from the ownership of shares (i.e., dividends or sale proceeds), Participant must inform the financial institution receiving the payment of the basis upon which such payment is made. Participant will need to provide the institution with the following information: (i) Participant’s name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and (vii) any further information that may be required.

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

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

PARTICIPANTS IN SWITZERLAND

Securities Law Notice

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

PARTICIPANTS IN TAIWAN

Exchange Control Notice

If Participant is a resident of Taiwan (including an expatriate holding an Alien Resident Certificate), he or she may acquire foreign currency and remit the same out of or into Taiwan up to US$5 million per year without justification. If Participant is an expatriate employee who does not have an Alien Resident Certificate, he or she may remit into Taiwan and convert to local currency up to US$100,000 at each remittance with no annual limitation. If the transaction amount is TWD$500,000 or more in a single transaction, Participant must submit a Foreign Exchange Transaction Form. If the transaction amount is US$500,000 or more in a single transaction, Participant also must provide supporting documentation to the satisfaction of the remitting bank.

PARTICIPANTS IN THAILAND

Exchange Control Notice

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

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PARTICIPANTS IN THE UNITED KINGDOM

The following replaces Section 7(a) of the Agreement in its entirety:

(a)    Withholding Taxes. Regardless of any action the Company or any Subsidiary employing Participant (the “Employer”) take with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant, vesting, release or assignment of any RSU (the “Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax Related Items associated with the RSUs is and remains Participant’s responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the delivery of the Shares, the subsequent sale of Shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Participant’s liability for Tax Related Items. Further, if Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

As a condition of the issuance of Shares upon vesting of the RSU, the Company and/or the Employer shall be entitled to withhold and Participant agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, in its sole discretion, to satisfy the obligations with regard to all Tax Related Items legally payable by Participant by one or a combination of the following: (i) require Participant to pay Tax-Related Items in cash with a cashier’s check or certified check; (ii) withholding cash from Participant’s wages or other compensation payable to Participant by the Company and/or the Employer; (iii) arranging for the sale of Shares otherwise issuable to Participant upon vesting of the RSUs (on Participant’s behalf and at Participant’s direction pursuant to this authorization); (iv) withholding from the proceeds of the sale of Shares acquired upon vesting of the RSUs; or (v) withholding in Shares otherwise issuable to Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event.

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

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EX-10.5

Exhibit 10.5

DANAHER CORPORATION

2007 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(Non-Employee Directors)

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

I.NOTICE OF GRANT

Name:
Address:
The undersigned Participant has been granted an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Agreement, as follows:
Date of Grant
Number of Restricted Stock Units
Expiration Date
Vesting Schedule:
Time-Based Vesting Criteria	The time-based vesting criteria will be satisfied with respect to 100% of the shares underlying the RSUs on the earlier of (1) the first anniversary of the Date of Grant, or (2) the date of, and immediately prior to, the next annual meeting of shareholders of the Company following the Date of Grant.

II.AGREEMENT

1.    Grant of RSUs. The Company hereby grants to the Participant named in this Notice of Grant (the “Participant”), an Award of Restricted Stock Units (“RSUs”) subject to the terms and conditions of this Agreement and the Plan, which are incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall prevail.

2.    Vesting.

(a)    Vesting Schedule. Except as may otherwise be set forth in this Agreement or in the Plan, RSUs awarded to a Participant shall not vest until the Participant (i) satisfies the performance-based vesting criteria (“Performance Objective”), if any, applicable to such RSUs and (ii) continues to be actively providing services to the Company for the periods required to satisfy the time-based vesting criteria (“Time-Based Vesting Criteria”) applicable to such RSUs. The Performance Objective and Time-Based Vesting

Criteria applicable to RSUs are collectively referred to as “Vesting Conditions,” and the earliest date upon which all Vesting Conditions are satisfied is referred to as the “Vesting Date.” The Vesting Conditions for an RSU received by a Participant shall be established by the Compensation Committee (the “Committee”) of the Company’s Board of Directors and reflected in the account maintained for the Participant by an external third party administrator of the RSU awards. Further, during any approved leave of absence (and without limiting the application of any other rules governing leaves of absence that the Committee may approve from time to time pursuant to the Plan), to the extent permitted by applicable law the Committee shall have discretion to provide that the vesting of the RSUs shall be frozen as of the first day of the leave and shall not resume until and unless the Participant returns to active service prior to the Expiration Date of the RSUs.

(b)    Fractional RSU Vesting. In the event the Participant is vested in a fractional portion of an RSU (a “Fractional Portion”), such Fractional Portion will be rounded up and converted into a whole share of Common Stock (“Share”) and issued to the Participant. 

3.    Form and Timing of Payment; Conditions to Issuance of Shares.

(a)    Form and Timing of Payment. Each RSU represents the right to receive one Share of Common Stock of the Company. Unless and until the RSUs have vested in the manner set forth in Sections 2 and 4, Participant shall have no right to payment of any such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Subject to the other terms of the Plan and this Agreement, any RSUs that vest in accordance with Sections 2 and 4 will be paid to the Participant in whole Shares on the earlier of (i) the first day of the seventh month following the Participant’s separation from service as an Eligible Director, or (ii) the Participant’s date of death (or in each case the next business day thereafter if such date is not a business day). Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. The Committee may require the Participant to take any reasonable action in order to comply with any such rules or regulations.

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

4.    Termination.

(a)    General. In the event the Participant’s active service-providing relationship with the Company terminates for any reason (other than death or Early Retirement) whether or not in breach of applicable labor laws, all unvested RSUs shall be automatically forfeited by the Participant as of the date of termination and Participant’s right to receive RSUs under the Plan shall also terminate as of the date of termination. The Committee shall have discretion to determine whether the Participant has ceased actively providing services to the Company, and the effective date on which such active service-providing relationship

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terminated. The Participant’s active service-providing relationship will not be extended by any notice period mandated under applicable law (e.g. a period of “garden leave”, paid administrative leave or similar period pursuant to applicable law). Unless the Committee provides otherwise, termination will include instances in which Participant is terminated and immediately rehired as an independent contractor.

(b)    Death. Upon Participant’s death, a pro rata amount of the outstanding RSUs scheduled to vest on a particular Vesting Date shall become vested based on the number of complete twelve-month periods between the Date of Grant and the date of the Participant’s death divided by the total number of twelve-month periods between the Date of Grant and the applicable Vesting Date. Notwithstanding anything in the Plan or this Agreement to the contrary, for purposes of this Section, any partial twelve-month period between the Date of Grant and the date of death shall be considered a complete twelve-month period and any Fractional Portion that results from applying the pro rata methodology shall be rounded up to a whole Share.

(c)    Early Retirement. In the event the Participant voluntarily terminates his or her active service-providing relationship with the Company and the Committee determines that the cessation of Participant’s active service-providing relationship constitutes Early Retirement, (i) the Time-Based Vesting Criteria applicable to any portion of any RSUs scheduled to vest during the five (5) year period following the date of the Participant’s Early Retirement shall be deemed 100% satisfied; (ii) any portion of such RSUs subject to Time-Based Vesting Criteria not scheduled to vest until after the fifth anniversary of the Participant’s Early Retirement shall be immediately forfeited without consideration; and (iii) if the Participant holds RSUs described in (i) above that remain subject to any Performance Objective, the RSUs shall remain outstanding for up to the fifth anniversary of the Early Retirement (or if earlier, up to the Expiration Date of the RSUs) to determine whether such conditions become satisfied (and if the Committee determines that the Performance Objectives are satisfied within such period, the RSUs shall become fully vested). The Participant acknowledges and agrees that the grant of Early Retirement treatment is in the sole and absolute discretion of the Committee and that the Committee in its sole and absolute discretion may grant Early Retirement treatment with respect to all, a specified portion, or none of the Participant’s RSUs.

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

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

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

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

(a)    Unless the Committee determines otherwise in advance in writing, RSUs may not be transferred in any manner otherwise than by will or by the applicable laws of descent or distribution. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs and permitted successors and assigns of the Participant.

(b)    Notwithstanding any other term in this Agreement, the vesting criteria (including any performance objective) applicable to the RSUs must be satisfied if at all prior to the Expiration Date set out in the Notice of Grant.

6.    Amendment of RSUs or Plan.

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

7.    Tax Obligations.

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

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

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Participant shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Section 409A.

Notwithstanding anything to the contrary in this Agreement, these provisions shall apply to any payments and benefits otherwise payable to or provided to the Participant under this Agreement. For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A, payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (i) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Participant’s “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.

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

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

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

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

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

12.    Electronic Delivery.

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

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

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

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

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

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

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

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to deposit any Shares acquired upon vesting of the RSUs or any other restricted stock units or other entitlement to Shares.

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

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

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

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

17.    Nature of RSUs. In accepting the RSUs, Participant acknowledges and agrees that:

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

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

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

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

(e)    the value of the Shares acquired upon vesting/settlement of the RSUs may increase or decrease in value;

7

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

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

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

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

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

20.    Consent and Agreement With Respect to Plans. Participant (1) acknowledges that the Plan and the prospectus relating thereto are available to Participant on the website maintained by the Company’s third party stock plan administrator; (2) represents that he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice prior to executing this Agreement and fully understands all provisions of the Agreement and the Plan; (3) accepts these RSUs subject to all of the terms and provisions thereof; (4) consents and agrees to all amendments that have been made to the Plan since it was adopted in 2007 (and for the avoidance of doubt consents and agrees to each amended term reflected in the Plan as in effect on the date of this Agreement), and consents and agrees that all options and restricted stock units, if any, held by Participant that were previously granted under the Plan as it has existed from time to time are now governed by the Plan as in effect on the date of this Agreement (except to the extent the Committee has expressly provided that a particular Plan

8

amendment does not apply retroactively); and (5) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.

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

9

[If the Agreement is signed in paper form, complete and execute the following:]
PARTICIPANT	DANAHER CORPORATION
Signature	Signature
Print Name	Print Name
	Title
Residence Address

10

EX-12.1

Exhibit 12.1
Danaher Corporation
Statement Regarding Computation of Ratio of Earnings to Fixed Charges
(In millions, except ratio data)
											Six Months Ended
	2008		2009		2010		2011		2012		June 28, 2013
Fixed Charges:
Gross Interest Expense	$	125.2	$	118.7	$	117.1	$	141.6	$	157.5	$	78.6
Interest Element of Rental Expense	10.7		13.1		15.2		19.9		22.3		9.7
Interest on Unrecognized Tax Benefits	—		—		—		—		—		—
Total Fixed Charges	$	135.9	$	131.8	$	132.3	$	161.5	$	179.8	$	88.3
Earnings Available for Fixed Charges:
Earnings From Continuing Operations (Excluding Earnings from Equity Investees) Before Income Taxes Plus Distributed Income of Equity Investees	$	1,642.9	$	1,326.1	$	1,915.8	$	2,429.4	$	2,985.4	$	1,728.2
Add Fixed Charges	135.9		131.8		132.3		161.5		179.8		88.3
Interest on Unrecognized Tax Benefits	—		—		—		—		—		—
Total Earnings Available for Fixed Charges	$	1,778.8	$	1,457.9	$	2,048.1	$	2,590.9	$	3,165.2	$	1,816.5
Ratio of Earnings to Fixed Charges	13.1		11.1		15.5		16.0		17.6		20.6
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 equity investees) before income taxes plus distributed income of equity investees; plus (2) fixed charges, and “fixed charges” consist of (A) interest, whether expensed or capitalized, on all indebtedness, (B) amortization of premiums, discounts and capitalized expenses related to indebtedness, and (C) an interest component representing the estimated portion of rental expense that management believes is attributable to interest. Interest on unrecognized tax benefits is included in the tax provision in the Company's Consolidated Condensed Statements of Earnings and is excluded from the computation of fixed charges.

EX-31.1

Exhibit 31.1

Certification

I, 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:	July 17, 2013	By:	/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:	July 17, 2013	By:	/s/ Daniel L. Comas
		Name:	Daniel L. Comas
		Title:	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, 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 June 28, 2013 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:	July 17, 2013	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 June 28, 2013 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:	July 17, 2013	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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Stock Transactions And Stock-Based Compensation

6 Months Ended

Jun. 28, 2013

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 1.0 billion shares to 2.0 billion shares, $0.01 par value per share, which was filed and became effective on May 10, 2012.

There were no repurchases of equity securities during the second quarter of 2013, and as of June 28, 2013, approximately 7.5 million shares remained available for repurchase pursuant to the repurchase program approved by the Company's Board of Directors in May 2010 (the “2010 Repurchase Program”).  On July 16, 2013, the Company's Board of Directors approved a new repurchase program (the “2013 Repurchase Program”) authorizing the repurchase of up to 20 million of the Company's common stock from time to time on the open market or in privately negotiated transactions. The 2013 Repurchase Program replaces the 2010 Repurchase Program.  There is no expiration date for the 2013 Repurchase Program, and the timing and amount of any shares repurchased under the program will be determined by the Company's management based on its evaluation of market conditions and other factors.  The 2013 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.

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 but may be shorter than the vesting period if the employee becomes retirement eligible before the end of 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 was 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, 2012 included in the Company’s 2012 Annual Report on Form 10-K. As of June 28, 2013, approximately 31 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 six months ended June 28, 2013:

Risk-free interest rate	0.98 – 1.68%
Weighted average volatility	21.9%
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 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						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
RSUs and restricted shares:
Pre-tax compensation expense	$	16.8		$	14.5		$	32.3		$	27.2
Income tax benefit	(5.2		)	(4.4		)	(9.8		)	(9.2		)
RSU and restricted share expense, net of income taxes	$	11.6		$	10.1		$	22.5		$	18.0
Stock options:
Pre-tax compensation expense	$	11.5		$	12.2		$	23.8		$	23.2
Income tax benefit	(3.5		)	(3.7		)	(7.3		)	(7.0		)
Stock option expense, net of income taxes	$	8.0		$	8.5		$	16.5		$	16.2
Total stock-based compensation:
Pre-tax compensation expense	$	28.3		$	26.7		$	56.1		$	50.4
Income tax benefit	(8.7		)	(8.1		)	(17.1		)	(16.2		)
Total stock-based compensation expense, net of income taxes	$	19.6		$	18.6		$	39.0		$	34.2

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 June 28, 2013, $127 million of total unrecognized compensation cost related to RSUs is expected to be recognized over a weighted average period of approximately three years. As of June 28, 2013, $127 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately three years. Both amounts will be adjusted for any future changes in estimated forfeitures.

Option activity under the Company’s stock plans as of June 28, 2013 and changes during the six months ended June 28, 2013 were 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, 2012	27,372		$	37.94
Granted	1,612		61.04
Exercised	(3,152	)	30.37
Cancelled/forfeited	(562	)	42.34
Outstanding as of June 28, 2013	25,270		$	40.26	6	$	582,202
Vested and Expected to Vest as of June 28, 2013(1)	24,642		$	40.00	6	$	574,252
Vested as of June 28, 2013	13,318		$	33.88	4	$	391,846

(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 second quarter of 2013 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 June 28, 2013. 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 six months ended June 28, 2013 and June 29, 2012 was $96 million and $128 million, respectively. Exercise of options during the first six months of 2013 and 2012 resulted in cash receipts of $96 million and $109 million, respectively. The Company realized a tax benefit of approximately $16 million and $32 million in the three and six months ended June 28, 2013 related to the exercise of employee stock options. The net income tax benefit in excess of the expense recorded for financial reporting purposes (the “excess tax benefit”) has been recorded as an increase to additional paid-in capital and is reflected as a financing cash inflow in the accompanying Consolidated Condensed Statements of Cash Flows.

The following table summarizes information on unvested RSUs and restricted shares activity during the six months ended June 28, 2013:

	Number of RSUs/Restricted Shares (in thousands)		Weighted Average Grant-Date  Fair Value
Unvested as of December 31, 2012	5,585		$	43.29
Granted	656		61.04
Vested	(714	)	34.83
Forfeited	(323	)	43.42
Unvested as of June 28, 2013	5,204		$	46.68

The Company realized a tax benefit of approximately $728 thousand and $15 million in the three and six months ended June 28, 2013, respectively, related to the vesting of RSUs. The excess tax benefit attributable to RSUs and restricted stock have been recorded as an increase to additional paid-in capital and is reflected as a financing cash inflow in the accompanying Consolidated Condensed Statements of Cash Flows.

In connection with the exercise of certain stock options and the vesting of RSUs and restricted shares previously issued by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements has been withheld from the total shares issued or released to the award holder (though under the terms of the applicable plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the first six months of 2013, approximately 285 thousand shares with an aggregate value of $17 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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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	6 Months Ended
	Jun. 28, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding as of December 31,2012, Options (shares)	27,372
Granted, Options (shares)	1,612
Exercised, Options (shares)	(3,152)
Cancelled / forfeited, Options (shares)	(562)
Outstanding as of June 28, 2013, Options (shares)	25,270
Outstanding as of December 31, 2012, Weighted Average Exercise Price (dollars per share)	$ 37.94
Granted, Weighted Average Exercise Price (dollars per share)	$ 61.04
Exercised, Weighted Average Exercise Price (dollars per share)	$ 30.37
Cancelled / forfeited, Weighted Average Exercise Price (dollars per share)	$ 42.34
Outstanding as of June 28, 2013, Weighted Average Exercise Price (dollars per share)	$ 40.26
Outstanding as of June 28, 2013, Weighted Average Remaining Contractual Term (in Years)	6 years
Outstanding as of June 28, 2013, Aggregate Intrinsic Value	$ 582,202
Vested and Expected to Vest as of June 28, 2013, Options (Shares)	24,642	[1]
Vested and Expected to Vest as of June 28, 2013, Weighted Average Exercise Price (dollars per share)	$ 40.00	[1]
Vested and Expected to Vest as of June 28, 2013, Weighted Average Remaining Contractual Term (in Years)	6 years	[1]
Vested and Expected to Vest as of June 28, 2013, Aggregate Intrinsic Value	574,252	[1]
Vested as of June 28, 2013, Options (shares)	13,318
Vested as of June 28, 2013, Weighted Average Exercise Price (dollars per share)	$ 33.88
Vested as of June 28, 2013, Weighted Average Remaining Contractual Term (in Years)	4 years
Vested as of June 28, 2013, Aggregate Intrinsic Value	$ 391,846

[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 Statements Of Earnings (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 28, 2013	Jun. 29, 2012
Sales	$ 4,737.5	$ 4,553.5	$ 9,182.2	$ 8,869.7
Cost of sales	(2,242.0)	(2,198.0)	(4,361.0)	(4,278.7)
Gross profit	2,495.5	2,355.5	4,821.2	4,591.0
Operating costs and other:
Selling, general and administrative expenses	(1,339.7)	(1,278.6)	(2,638.1)	(2,523.5)
Research and development expenses	(312.2)	(283.6)	(608.6)	(553.7)
Earnings from unconsolidated joint venture	0	18.0	0	32.4
Operating profit	843.6	811.3	1,574.5	1,546.2
Non-operating income (expense):
Gain on sale of unconsolidated joint venture	0	0	229.8	0
Interest expense	(39.4)	(37.9)	(78.6)	(77.3)
Interest income	1.6	0.7	2.5	1.4
Earnings from continuing operations before income taxes	805.8	774.1	1,728.2	1,470.3
Income taxes	(189.0)	(173.9)	(419.5)	(350.1)
Net earnings from continuing operations	616.8	600.2	1,308.7	1,120.2
Earnings from discontinued operations, net of income taxes	0	0	0	92.9
Net earnings	$ 616.8	$ 600.2	$ 1,308.7	$ 1,213.1
Net earnings per share from continuing operations:
Basic (dollars per share)	$ 0.89	$ 0.86	$ 1.89	$ 1.62
Diluted (dollars per share)	$ 0.87	$ 0.84	$ 1.85	$ 1.57
Net earnings per share from discontinued operations:
Basic (dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.13
Diluted (dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.13
Net earnings per share:
Basic (dollars per share)	$ 0.89	$ 0.86	$ 1.89	$ 1.75
Diluted (dollars per share)	$ 0.87	$ 0.84	$ 1.85	$ 1.70
Average common stock and common equivalent shares outstanding:
Basic (shares)	695.2	695.6	693.6	693.5
Diluted (shares)	709.8	714.9	709.1	714.5

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Acquisitions

6 Months Ended

Jun. 28, 2013

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 processes by which the Company acquired the businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations.

The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. In the months after closing, as the Company obtains additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company is continuing to evaluate certain pre-acquisition contingencies associated with certain of its 2013 and 2012 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 respective measurement period, as required. The Company evaluated whether any adjustments to the prior periods' purchase price allocations were material and concluded no retrospective adjustment to prior period financial statements was required.

For a description of the Company’s acquisition activity for the year ended December 31, 2012, reference is made to the financial statements as of and for the year ended December 31, 2012 and Note 2 thereto included in the Company’s 2012 Annual Report on Form 10-K.

During the first six months of 2013, the Company acquired five businesses for total consideration of $323 million in cash, net of cash acquired. The businesses acquired complement existing units of the Industrial Technologies, Life Sciences & Diagnostics and Environmental segments. The aggregate annual sales of the five acquired businesses 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 $158 million. The Company preliminarily recorded an aggregate of $247 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 six months ended June 28, 2013 ($ in millions):

Trade accounts receivable	$	21.0
Inventories	14.5
Property, plant and equipment	27.1
Goodwill	246.5
Other intangible assets, primarily trade names, customer relationships and patents	148.0
Trade accounts payable	(8.7		)
Other assets and liabilities, net	(105.0		)
Assumed debt	(20.5		)
Non-controlling interest acquired	(0.3		)
Net cash consideration	$	322.6

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the 2013 and 2012 acquisitions as if they had occurred as of January 1, 2012. 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				Six Months Ended
	June 28, 2013		June 29, 2012		June 28, 2013		June 29, 2012
Sales	$	4,747.5	$	4,668.5	$	9,230.8	$	9,145.1
Net earnings from continuing operations	617.6		604.7		1,311.8		1,132.2
Diluted net earnings per share from continuing operations	$	0.87	$	0.85	$	1.85	$	1.59

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Sale of Joint Venture (Tables)

6 Months Ended

Jun. 28, 2013

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Sale of Equity Method Investee Disclosure

The gain is computed as the difference between the book value of the Company's investment in Apex at the time of sale and the fair value of the consideration received in exchange, as indicated in the table below ($ in millions):

Fair value of consideration received:
Cash, including $66.6 of dividends received during 2013 prior to the closing of the sale	$	758.6
Note receivable	38.5
Total fair value of consideration received	797.1
Less book value of investment in unconsolidated joint venture	545.6
Other related costs and expenses	21.7
Pre-tax gain on sale of unconsolidated joint venture	229.8
Income tax expense	86.2
After-tax gain on sale of unconsolidated joint venture	$	143.6

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Restructuring And Other Related Charges (Accrual Balance And Utilization Of Restructuring Cost) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 28, 2013
Restructuring Reserve [Roll Forward]
Balance, December 31, 2012	$ 103.7
Paid/Settled	(62.7)
Balance, June 28, 2013	41.0
Employee severance and related
Restructuring Reserve [Roll Forward]
Balance, December 31, 2012	96.9
Paid/Settled	(58.7)
Balance, June 28, 2013	38.2
Facility exit and related
Restructuring Reserve [Roll Forward]
Balance, December 31, 2012	6.8
Paid/Settled	(4.0)
Balance, June 28, 2013	$ 2.8

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Restructuring And Other Related Charges

6 Months Ended

Jun. 28, 2013

Restructuring Charges [Abstract]

Restructuring And Other Related Charges

RESTRUCTURING AND OTHER RELATED CHARGES

During 2012, the Company recorded pre-tax restructuring and other related charges totaling $123 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 uncertainties in the macro-economic environment. For a full description of the Company’s restructuring activities, reference is made to Note 14 of the Company’s financial statements as of and for the year ended December 31, 2012 included in the Company’s 2012 Annual Report on Form 10-K.

Substantially all restructuring activities initiated in 2012 were completed by December 31, 2012. The Company expects substantially all cash payments associated with remaining termination benefits will be paid during 2013. The table below summarizes the accrual balance and utilization by type of restructuring cost associated with the 2012 actions ($ in millions):

	Balance as of		Paid/			Balance as of
	December 31, 2012		Settled			June 28, 2013
Restructuring charges:
Employee severance and related	$	96.9	$	(58.7	)	$	38.2
Facility exit and related	6.8		(4.0		)	2.8
Total restructuring	$	103.7	$	(62.7	)	$	41.0

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Defined Benefit Plans (Narrative) (Details) (Non-U.S. Pension Benefits, USD $) In Millions, unless otherwise specified	Jun. 28, 2013
Non-U.S. Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Expected cash contribution requirements by employer	$ 52

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Contingencies (Narrative) (Details)	6 Months Ended
	Jun. 28, 2013
Commitments and Contingencies Disclosure [Abstract]
Warranty period terms minimum, days (days)	90 days
Warranty period terms maximum	the life of the product

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Sale of Joint Venture (Narrative) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended		1 Months Ended	3 Months Ended		6 Months Ended	32 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 28, 2013	Jun. 29, 2012	Feb. 28, 2013 Apex [Member]	Mar. 29, 2013 Apex [Member]	Jun. 29, 2012 Apex [Member]	Jun. 29, 2012 Apex [Member]	Feb. 28, 2013 Apex [Member]
Equity method investment, ownership percentage								50.00%	50.00%
Proceeds from sale of unconsolidated joint venture			$ 692.0	$ 0	$ 1,600.0
Total fair value of consideration received					797.1
Cash, including $66.6 of dividends received during 2013 prior to the closing of the sale					758.6				758.6
Note receivable					38.5				38.5
After-tax gain on sale of unconsolidated joint venture					143.6	143.6
Equity method investment realized gain on disposal per diluted share						$ 0.20
Earnings from unconsolidated joint venture	$ 0	$ 18.0	$ 0	$ 32.4			$ 18.0	$ 32.4

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Financing Transactions (Tables)

6 Months Ended

Jun. 28, 2013

Debt Disclosure [Abstract]

Components Of Debt

The components of the Company’s debt as of June 28, 2013 and December 31, 2012 were as follows ($ in millions):

	June 28, 2013		December 31, 2012
Commercial paper	$	450.0	$	1,224.5
4.5% guaranteed Eurobond notes due 2013 (€500 million)	650.5		659.8
Floating rate senior notes due 2013	—		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	163.9		281.4
Other	140.4		127.4
Subtotal	4,154.8		5,343.1
Less – current portion	53.9		55.5
Long-term debt	$	4,100.9	$	5,287.6

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 28, 2013

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 June 28, 2013 and December 31, 2012 were as follows ($ in millions):

	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)	Total
June 28, 2013:
Assets:
Available-for-sale securities	$	417.9	—		—	$	417.9
Liabilities:
Deferred compensation plans	—		$	66.3	—	66.3
Currency swap agreement	—		3.3		—	3.3
December 31, 2012:
Assets:
Available-for-sale securities	$	329.5	—		—	$	329.5
Liabilities:
Deferred compensation plans	—		$	64.5	—	64.5
Currency swap agreement	—		24.9		—	24.9

Carrying Amounts And Fair Values Of Financial Instruments

The carrying amounts and fair values of financial instruments as of June 28, 2013 and December 31, 2012 were as follows ($ in millions):

	June 28, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Available-for-sale securities	$	417.9	$	417.9	$	329.5	$	329.5
Liabilities:
Short-term borrowings	53.9		53.9		55.5		55.5
Long-term borrowings	4,100.9		4,561.8		5,287.6		5,917.3
Currency swap agreement	3.3		3.3		24.9		24.9

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Financing Transactions (Narrative) (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 28, 2013	Jun. 28, 2013	Jun. 29, 2012	Dec. 31, 2012	May 31, 2012
Debt Instrument [Line Items]
Repayments of senior notes		$ 310,400,000	$ 2,200,000
Weighted average maturity of commercial paper	22 days
Common stock, par value (dollars per share)	$ 0.01	$ 0.01		$ 0.01	$ 0.01
Commercial paper	450,000,000	450,000,000		1,224,500,000
2013 Notes
Debt Instrument [Line Items]
Repayments of senior notes	(300,000,000)
Liquid Yield Option Notes (LYONs)
Debt Instrument [Line Items]
Shares issued under debt conversion (shares)		4.2
Deferred tax liability, basis difference in LYONs	39,000,000	39,000,000
Unsecured Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Borrowings outstanding under credit facility	0	0
U.S Commercial Paper
Debt Instrument [Line Items]
Weighted average interest rate of short-term debt (interest rate)	0.20%	0.20%
Commercial Paper [Member]
Debt Instrument [Line Items]
Line of credit	2,500,000,000	2,500,000,000
Euro-Denominated Commercial Paper [Member]
Debt Instrument [Line Items]
Commercial paper	$ 0	$ 0

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General General (Components of Accumulated Other Comprehensive Income) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 28, 2013	Jun. 29, 2012
Accumulated Other Comprehensive Income Loss Total [Roll Forward]
Beginning balance	$ (268.0)	$ 154.5	$ (59.2)	$ (36.9)
Pre-tax income (loss)		(213.5)		(1.2)
Income tax expense		(15.9)		(36.8)
Other comprehensive income (loss), net of income taxes	(110.6)	(229.4)	(319.4)	(38.0)
Ending balance	(378.6)	(74.9)	(378.6)	(74.9)
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation [Abstract]
Other comprehensive income (loss), net of income taxes, Foreign currency translation adjustments	(129.1)	(256.1)	(385.6)	(100.1)
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) Pension And Other Postretirement Benefit Plans [Abstract]
Net current period other comprehensive income, net of income taxes, Pension and post-retirement plan benefit adjustments	(5.5)	(5.8)	(11.0)	(12.9)
Reclassification out of Accumulated Other Comprehensive Income [Member]
Accumulated Other Comprehensive Income Loss Total [Roll Forward]
Pre-tax income (loss)	8.4		16.8
Income tax expense	(2.9)		(5.8)
Other comprehensive income (loss), net of income taxes	5.5		11.0
Other Comprehensive Income (Loss) Before Reclassifications [Member]
Accumulated Other Comprehensive Income Loss Total [Roll Forward]
Pre-tax income (loss)	(108.2)		(297.2)
Income tax expense	(7.9)		(33.2)
Other comprehensive income (loss), net of income taxes	(116.1)		(330.4)
Foreign currency translation adjustments [Member]
Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation Adjustments [Roll Forward]
Beginning balance, Foreign currency translation adjustments	218.8	540.5	475.3	384.5
Other Comprehensive Income (Loss) Foreign Currency Translation Adjustments Before Reclassification [Abstract]
Pre-tax income (loss), Foreign currency translation adjustments		(256.1)		(100.1)
Income tax expense, Foreign currency translation adjustments		0		0
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation [Abstract]
Other comprehensive income (loss), net of income taxes, Foreign currency translation adjustments	(129.1)	(256.1)	(385.6)	(100.1)
Ending balance, Foreign currency translation adjustments	89.7	284.4	89.7	284.4
Foreign currency translation adjustments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation [Abstract]
Pre-tax income, Foreign currency translation adjustments	0		0
Income tax expense, Foreign currency translation adjustments	0		0
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	0		0
Foreign currency translation adjustments [Member] | Other Comprehensive Income (Loss) Before Reclassifications [Member]
Other Comprehensive Income (Loss) Foreign Currency Translation Adjustments Before Reclassification [Abstract]
Pre-tax income (loss), Foreign currency translation adjustments	(129.1)		(385.6)
Income tax expense, Foreign currency translation adjustments	0		0
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation [Abstract]
Other comprehensive income (loss), net of income taxes, Foreign currency translation adjustments	(129.1)		(385.6)
Pension and Post-Retirement Plan Benefit [Member]
Changes In Accumulated Other Comprehensive Income Loss By Component Table [Line Items]
Pre-tax income (loss)		9.2		20.3
Accumulated Other Comprehensive Income Defined Benefit Plans Adjustment [Roll Forward]
Beginning balance, Pension and post-retirement plan benefit adjustments	(650.2)	(508.9)	(655.7)	(516.0)
Other Comprehensive Income (Loss) Pension And Post-Retirement Plan Benefit Adjustments Before Reclassification [Abstract]
Income tax epxpense, Pension and post-retirement plan benefit adjustments		(3.4)		(7.4)
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) Pension And Other Postretirement Benefit Plans [Abstract]
Net current period other comprehensive income, net of income taxes, Pension and post-retirement plan benefit adjustments	5.5	5.8	11.0	12.9
Ending balance, Pension and post-retirement plan benefit adjustments	(644.7)	(503.1)	(644.7)	(503.1)
Pension and Post-Retirement Plan Benefit [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) Pension And Other Postretirement Benefit Plans [Abstract]
Pre-tax income, Pension and post-retirement plan benefit adjustments	8.4		16.8
Income tax expense, Pension and post-retirement plan benefit adjustments	(2.9)		(5.8)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes, Pension and post-retirement plan benefit adjustments	5.5		11.0
Pension and Post-Retirement Plan Benefit [Member] | Other Comprehensive Income (Loss) Before Reclassifications [Member]
Other Comprehensive Income (Loss) Pension And Post-Retirement Plan Benefit Adjustments Before Reclassification [Abstract]
Pre-tax income (loss), Pension and post-retirement plan benefit adjustments	0		0
Income tax expense, Pension and post-retirement plan benefit adjustments	0		0
Other comprehensive income (loss) before reclassifications, net of income taxes, Pension and post-retirement plan benefit adjustments	0		0
Unrealized gain on available-for sale securities [Member]
Changes In Accumulated Other Comprehensive Income Loss By Component Table [Line Items]
Pre-tax income (loss)		33.4		78.6
Accumulated Other Comprehensive Income Loss Available For Sale Securities Adjustment [Roll Forward]
Beginning balance, Unrealized gain onavailable-for-sale securities	163.4	122.9	121.2	94.6
Other Comprehensive Income (Loss) Unrealized Gain On Available For Sale Securities Adjustments Before Reclassification [Abstract]
Income tax expense, Unrealized gain onavailable-for-sale securities		(12.5)		(29.4)
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) Unrealized Gain On Available For Sale Securities [Abstract]
Net current period other comprehensive income, net of income taxes, Unrealized gain onavailable-for-sale securities	13.0	20.9	55.2	49.2
Ending balance, Unrealized gain onavailable-for-sale securities	176.4	143.8	176.4	143.8
Unrealized gain on available-for sale securities [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member]
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) Unrealized Gain On Available For Sale Securities [Abstract]
Pre-tax income, Unrealized gain onavailable-for-sale securities	0		0
Income tax expense, Unrealized gain onavailable-for-sale securities	0		0
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes, Unrealized gain onavailable-for-sale securities	0		0
Unrealized gain on available-for sale securities [Member] | Other Comprehensive Income (Loss) Before Reclassifications [Member]
Other Comprehensive Income (Loss) Unrealized Gain On Available For Sale Securities Adjustments Before Reclassification [Abstract]
Pre-tax income (loss), Unrealized gain onavailable-for-sale securities	20.9		88.4
Income tax expense, Unrealized gain onavailable-for-sale securities	(7.9)		(33.2)
Other comprehensive income (loss) before reclassifications, net of income taxes, Unrealized gain onavailable-for-sale securities	$ 13.0		$ 55.2

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Discontinued Operations (Narrative) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended		3 Months Ended	12 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 28, 2013	Jun. 29, 2012	Mar. 30, 2012 ASI And KEO	Dec. 31, 2011 ASI And KEO
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of business			$ 0	$ 337.5	$ 337.0
Revenue of divested business	4,737.5	4,553.5	9,182.2	8,869.7		275.0
After-tax gain on sale of business					93.7
After-tax gain on sale of business, per diluted share (dollars per share)					$ 0.13
Loss from business during phase-out period, net of tax					$ 0.8

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Defined Benefit Plans (Components Of Net Periodic Benefit Cost) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 28, 2013	Jun. 29, 2012
United States Pension Plans of US Entity, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 1.4	$ 1.5	$ 2.8	$ 3.0
Interest cost	23.7	24.9	47.4	49.8
Expected return on plan assets	(31.4)	(32.2)	(62.8)	(64.4)
Amortization of actuarial loss	7.0	9.5	14.0	19.0
Net periodic benefit cost	0.7	3.7	1.4	7.4
Non-U.S. Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	6.7	5.9	13.2	11.6
Interest cost	10.4	10.8	20.8	21.5
Expected return on plan assets	(8.5)	(8.2)	(17.1)	(16.3)
Amortization of actuarial loss	2.0	1.1	4.0	2.3
Amortization of prior service credit	(0.1)	(0.1)	(0.2)	(0.2)
Settlement losses recognized	0	0	0.6	0.9
Net periodic benefit cost	10.5	9.5	21.3	19.8
Other Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	0.4	0.5	0.8	1.0
Interest cost	1.9	2.7	4.0	5.4
Amortization of actuarial loss	0.4	1.0	0.8	2.0
Amortization of prior service credit	(1.7)	(1.4)	(3.3)	(2.8)
Net periodic benefit cost	$ 1.0	$ 2.8	$ 2.3	$ 5.6

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Contingencies (Tables)

6 Months Ended

Jun. 28, 2013

Commitments and Contingencies Disclosure [Abstract]

Warranty Accrual

The following is a rollforward of the Company’s accrued warranty liability for the six months ended June 28, 2013 ($ in millions):

Balance, December 31, 2012	$	140.7
Accruals for warranties issued during the period	70.6
Settlements made	(68.9		)
Additions due to acquisitions	1.5
Effect of foreign currency translation	(1.5		)
Balance, June 28, 2013	$	142.4

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Fair Value Measurements (Narrative) (Details)	1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 31, 2013 USD ($)	Jun. 28, 2013 USD ($)	Jun. 29, 2012 USD ($)	Jun. 28, 2013 USD ($)	Jun. 29, 2012 USD ($)	Jun. 28, 2013 Japanese Yen JPY (¥)	Jan. 31, 2013 Japanese Yen JPY (¥)
Fair Value Measurements [Line Items]
Japanese currency swap instruments bought, monthly basis (Japanese Yen)						¥ 92,000,000	¥ 184,000,000
Exchange rate of Japanese yen per United States dollar (US Dollars per Japanese Yen)						102.25
Notional amount of currency agreement terminated							6,000,000,000
Payments for termination of currency swap	10,000,000
Aggregate purchase commitment		55,000,000		55,000,000		5,400,000,000	11,900,000,000
Pre-tax (income) charge related to changes in the fair value of currency swap		$ (3,000,000)	$ 6,000,000	$ (11,000,000)	$ (8,000,000)

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Goodwill (Tables)

6 Months Ended

Jun. 28, 2013

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 six months ended June 28, 2013 ($ in millions):

Balance, December 31, 2012	$	15,462.0
Attributable to 2013 acquisitions	246.5
Foreign currency translation & other	(173.3		)
Balance, June 28, 2013	$	15,535.2

The carrying value of goodwill by segment as of June 28, 2013 and December 31, 2012 is summarized as follows ($ in millions):

	June 28, 2013		December 31, 2012
Test & Measurement	$	3,177.1	$	3,222.1
Environmental	1,634.5		1,554.9
Life Sciences & Diagnostics	6,203.2		6,138.9
Dental	2,157.8		2,168.0
Industrial Technologies	2,362.6		2,378.1
	$	15,535.2	$	15,462.0

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Consolidated Condensed Statement Of Stockholders' Equity (USD $) In Millions, unless otherwise specified	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Non-Controlling Interests
Balance, December 31, 2012, value at Dec. 31, 2012	$ 19,083.9	$ 7.7	$ 3,688.1	$ 15,379.9	$ (59.2)	$ 67.4
Balance, December 31, 2012, shares at Dec. 31, 2012		774.6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings for the period	1,308.7			1,308.7
Other comprehensive income (loss)					(319.4)
Dividends declared				(34.7)
Common stock based award activity, value		0	166.0
Common stock based award activity, shares		3.9
Common stock issued in connection with LYONs' conversions including tax benefit of $38.9, value		0.1	158.9
Common stock issued in connection with LYONs' conversions including tax benefit of $38.9, shares		4.2
Change in non-controlling interests						1.1
Balance, June 28, 2013, value at Jun. 28, 2013	$ 20,364.6	$ 7.8	$ 4,013.0	$ 16,653.9	$ (378.6)	$ 68.5
Balance, June 28, 2013, shares at Jun. 28, 2013		782.7

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Consolidated Condensed Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 29, 2012 ASI And KEO
Cash flows from operating activities:
Net earnings	$ 1,308.7	$ 1,213.1
Less: earnings from discontinued operations, net of income taxes	0	92.9
Net earnings from continuing operations	1,308.7	1,120.2
Non-cash items:
Depreciation	257.0	244.8
Amortization	179.4	165.0
Stock compensation expense	56.1	50.4
Earnings from unconsolidated joint venture, net of cash dividends received	66.6	(25.4)
Pre-tax gain on sale of unconsolidated joint venture	(229.8)	0
Change in trade accounts receivable, net	(28.9)	(6.7)
Change in inventories	(112.5)	(26.6)
Change in trade accounts payable	82.0	71.4
Change in prepaid expenses and other assets	113.4	76.3
Change in accrued expenses and other liabilities	(156.3)	26.5
Total operating cash provided by continuing operations	1,535.7	1,695.9
Total operating cash used in discontinued operations	0	(41.8)
Net cash provided by operating activities	1,535.7	1,654.1
Cash flows from investing activities:
Cash paid for acquisitions	(322.6)	(945.1)
Payments for additions to property, plant and equipment	(252.5)	(228.5)
Proceeds from sale of unconsolidated joint venture	692.0	0
All other investing activities	(5.9)	14.1
Total investing cash provided by (used in) continuing operations	111.0	(1,159.5)
Proceeds from sale of discontinued operations	0	337.5
Net cash provided by (used in) investing activities	111.0	(822.0)
Cash flows from financing activities:
Proceeds from the issuance of common stock	110.0	104.3
Payment of dividends	(17.3)	(34.7)
Net repayments of borrowings (maturities of 90 days or less)	(768.0)	(310.0)
Repayments of borrowings (maturities longer than 90 days)	(310.4)	(2.2)
Net cash used in financing activities	(985.7)	(242.6)
Effect of exchange rate changes on cash and equivalents	(14.8)	(8.3)
Net change in cash and equivalents	646.2	581.2
Beginning balance of cash and equivalents	1,678.7	537.0
Ending balance of cash and equivalents	2,324.9	1,118.2
Supplemental disclosures:
Cash interest payments	60.7	61.9
Cash income tax payments (including $28 million for the six month period ended June 29, 2012 related to the gain on sale of discontinued operations - refer to Note 3)	$ 182.7	$ 148.8	$ 28.0

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Sale of Joint Venture

6 Months Ended

Jun. 28, 2013

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments and Joint Ventures Disclosure

SALE OF JOINT VENTURE

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

In February 2013, the Company and Cooper sold Apex to an unrelated third party for approximately $1.6 billion. The Company received $797 million from the sale, consisting of cash of $759 million and a note receivable of $38 million. The Company recognized an after-tax gain of $144 million or $0.20 per diluted share in its first quarter 2013 results in connection with this transaction. The gain is computed as the difference between the book value of the Company's investment in Apex at the time of sale and the fair value of the consideration received in exchange, as indicated in the table below ($ in millions):

Fair value of consideration received:
Cash, including $66.6 of dividends received during 2013 prior to the closing of the sale	$	758.6
Note receivable	38.5
Total fair value of consideration received	797.1
Less book value of investment in unconsolidated joint venture	545.6
Other related costs and expenses	21.7
Pre-tax gain on sale of unconsolidated joint venture	229.8
Income tax expense	86.2
After-tax gain on sale of unconsolidated joint venture	$	143.6

The Company's share of the 2013 earnings generated by Apex prior to the closing of the sale was insignificant. The Company recorded $18 million and $32 million related to its equity in the earnings of Apex during the three and six months ended June 29, 2012, respectively, reflecting its 50% ownership position. Subsequent to the sale of its investment in Apex, the Company has no continuing involvement in Apex's operations.

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General

6 Months Ended

Jun. 28, 2013

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, 2012 and the Notes thereto included in the Company’s 2012 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 June 28, 2013 and December 31, 2012, and its results of operations for the three and six months ended June 28, 2013 and June 29, 2012 and its cash flows for each of the six month periods then ended.

Accumulated Other Comprehensive Income (Loss) - Effective January 1, 2013, the Company adopted recently issued accounting guidance that requires the Company to separately disclose, on a prospective basis, the change in each component of other comprehensive income (loss) relating to reclassification adjustments and current period other comprehensive income (loss). Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries. The changes in accumulated other comprehensive income (loss) by component for the three and six months ended June 28, 2013 and June 29, 2012 are summarized below ($ in millions).

	Foreign currency translation adjustments			Pension and post-retirement plan benefit adjustments				Unrealized gain on available-for- sale securities			Total
For the Three Months Ended June 28, 2013:
Balance, March 29, 2013	$	218.8		$	(650.2	)		$	163.4		$	(268.0	)
Other comprehensive income (loss) before reclassifications:
Pre-tax income (loss)	(129.1		)	—				20.9			(108.2		)
Income tax expense	—			—				(7.9		)	(7.9		)
Other comprehensive income (loss) before reclassifications, net of income taxes	(129.1		)	—				13.0			(116.1		)
Amounts reclassified from accumulated other comprehensive income (loss):
Pre-tax income	—			8.4			(1)	—			8.4
Income tax expense	—			(2.9		)		—			(2.9		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			5.5				—			5.5
Net current period other comprehensive income (loss), net of income taxes	(129.1		)	5.5				13.0			(110.6		)
Balance, June 28, 2013	$	89.7		$	(644.7	)		$	176.4		$	(378.6	)
(1) This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Note 8 for additional details).

	Foreign currency translation adjustments			Pension and post-retirement plan benefit adjustments			Unrealized gain on available-for- sale securities			Total
For the Three Months Ended June 29, 2012:
Balance, March 30, 2012	$	540.5		$	(508.9	)	$	122.9		$	154.5
Net current period other comprehensive income (loss):
Pre-tax income (loss)	(256.1		)	9.2			33.4			(213.5		)
Income tax expense	—			(3.4		)	(12.5		)	(15.9		)
Net current period other comprehensive income (loss), net of income taxes	(256.1		)	5.8			20.9			(229.4		)
Balance, June 29, 2012	$	284.4		$	(503.1	)	$	143.8		$	(74.9	)

	Foreign currency translation adjustments			Pension and post-retirement plan benefit adjustments				Unrealized gain on available-for- sale securities			Total
For the Six Months Ended June 28, 2013:
Balance, December 31, 2012	$	475.3		$	(655.7	)		$	121.2		$	(59.2	)
Other comprehensive income (loss) before reclassifications:
Pre-tax income (loss)	(385.6		)	—				88.4			(297.2		)
Income tax expense	—			—				(33.2		)	(33.2		)
Other comprehensive income (loss) before reclassifications, net of income taxes	(385.6		)	—				55.2			(330.4		)
Amounts reclassified from accumulated other comprehensive income (loss):
Pre-tax income	—			16.8			(1)	—			16.8
Income tax expense	—			(5.8		)		—			(5.8		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			11.0				—			11.0
Net current period other comprehensive income (loss), net of income taxes	(385.6		)	11.0				55.2			(319.4		)
Balance, June 28, 2013	$	89.7		$	(644.7	)		$	176.4		$	(378.6	)
For the Six Months Ended June 29, 2012:
Balance, December 31, 2011	$	384.5		$	(516.0	)		$	94.6		$	(36.9	)
Net current period other comprehensive income (loss):
Pre-tax income (loss)	(100.1		)	20.3				78.6			(1.2		)
Income tax expense	—			(7.4		)		(29.4		)	(36.8		)
Net current period other comprehensive income (loss), net of income taxes	(100.1		)	12.9				49.2			(38.0		)
Balance, June 29, 2012	$	284.4		$	(503.1	)		$	143.8		$	(74.9	)
(1) This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Note 8 for additional details).

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Goodwill (Rollforward Of Goodwill) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 28, 2013
Goodwill [Roll Forward]
Balance, December 31, 2012	$ 15,462.0
Attributable to 2013 acquisitions	246.5
Foreign currency translation & other	(173.3)
Balance, June 28, 2013	$ 15,535.2

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Defined Benefit Plans (Tables)

6 Months Ended

Jun. 28, 2013

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						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Service cost	$	1.4		$	1.5		$	2.8		$	3.0
Interest cost	23.7			24.9			47.4			49.8
Expected return on plan assets	(31.4		)	(32.2		)	(62.8		)	(64.4		)
Amortization of actuarial loss	7.0			9.5			14.0			19.0
Net periodic benefit cost	$	0.7		$	3.7		$	1.4		$	7.4

Non-U.S. Pension Benefits
	Three Months Ended						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Service cost	$	6.7		$	5.9		$	13.2		$	11.6
Interest cost	10.4			10.8			20.8			21.5
Expected return on plan assets	(8.5		)	(8.2		)	(17.1		)	(16.3		)
Amortization of actuarial loss	2.0			1.1			4.0			2.3
Amortization of prior service credit	(0.1		)	(0.1		)	(0.2		)	(0.2		)
Settlement losses recognized	—			—			0.6			0.9
Net periodic benefit cost	$	10.5		$	9.5		$	21.3		$	19.8

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						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Service cost	$	0.4		$	0.5		$	0.8		$	1.0
Interest cost	1.9			2.7			4.0			5.4
Amortization of prior service credit	(1.7		)	(1.4		)	(3.3		)	(2.8		)
Amortization of actuarial loss	0.4			1.0			0.8			2.0
Net periodic benefit cost	$	1.0		$	2.8		$	2.3		$	5.6

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Net Earnings Per Share From Continuing Operations (Tables)

6 Months Ended

Jun. 28, 2013

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 June 28, 2013:
Basic EPS	$	616.8	695.2	$	0.89
Adjustment for interest on convertible debentures	0.9		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.3
Incremental shares from assumed conversion of the convertible debentures	—		6.3
Diluted EPS	$	617.7	709.8	$	0.87
For the Three Months Ended June 29, 2012:
Basic EPS	$	600.2	695.6	$	0.86
Adjustment for interest on convertible debentures	1.4		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.5
Incremental shares from assumed conversion of the convertible debentures	—		10.8
Diluted EPS	$	601.6	714.9	$	0.84

	Net Earnings From Continuing Operations (Numerator)		Shares (Denominator)	Per Share Amount
For the Six Months Ended June 28, 2013:
Basic EPS	$	1,308.7	693.6	$	1.89
Adjustment for interest on convertible debentures	2.0		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.5
Incremental shares from assumed conversion of the convertible debentures	—		7.0
Diluted EPS	$	1,310.7	709.1	$	1.85
For the Six Months Ended June 29, 2012:
Basic EPS	$	1,120.2	693.5	$	1.62
Adjustment for interest on convertible debentures	3.1		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		10.2
Incremental shares from assumed conversion of the convertible debentures	—		10.8
Diluted EPS	$	1,123.3	714.5	$	1.57

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Acquisitions (Results Of Operations If Acquisition Was Consummated) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 28, 2013	Jun. 29, 2012
Business Combinations [Abstract]
Sales	$ 4,747.5	$ 4,668.5	$ 9,230.8	$ 9,145.1
Net earnings from continuing operations	$ 617.6	$ 604.7	$ 1,311.8	$ 1,132.2
Diluted net earnings per share from continuing operations	$ 0.87	$ 0.85	$ 1.85	$ 1.59

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Restructuring And Other Related Charges (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Restructuring Charges [Abstract]
Restructuring and other related charges recorded	$ 123

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Stock Transactions And Stock-Based Compensation (Narrative) (Details) (USD $)	0 Months Ended		3 Months Ended	6 Months Ended
	Jul. 17, 2013	Jun. 28, 2013	Jun. 28, 2013	Jun. 28, 2013	Jun. 29, 2012	Dec. 31, 2012	May 31, 2012	May 09, 2012
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 repurchased during period, shares			0
Stock repurchase program, authorized amount	$ 20,000,000
Stock repurchase program, remaining authorized repurchase amount		7,500,000
Common shares reserved for issuance under the 2007 Stock Incentive Plan (shares)		31,000,000	31,000,000	31,000,000
Aggregate intrinsic value of options exercised				96,000,000	128,000,000
Cash receipts due to exercise of options				96,000,000	109,000,000
Tax benefit realized related to exercise of stock options			16,000,000	32,000,000
Tax benefit related to the vesting of restricted stock units			700,000	15,000,000
Total number of shares withheld sufficient to fund minimum tax withholding requirements related to the vesting of restricted stock units (shares)				285,000
Total value of shares withheld sufficient to fund minimum tax withholding requirements related to the vesting of restricted stock units				17,000,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost		127,000,000	127,000,000	127,000,000
Weighted average period for cost to be recognized (in years)				3 years
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost		$ 127,000,000	$ 127,000,000	$ 127,000,000
Weighted average period for cost to be recognized (in years)				3 years

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Fair Value Measurements (Carrying Amounts And Fair Values Of Financial Instruments) (Details) (USD $) In Millions, unless otherwise specified	Jun. 28, 2013	Dec. 31, 2012
Assets:
Available-for-sale securities	$ 417.9	$ 329.5
Liabilities:
Currency swap agreement	3.3	24.9
Carrying Amount
Assets:
Available-for-sale securities	417.9	329.5
Liabilities:
Short-term borrowings	53.9	55.5
Long-term borrowings	4,100.9	5,287.6
Currency swap agreement	3.3	24.9
Fair Value
Assets:
Available-for-sale securities	417.9	329.5
Liabilities:
Short-term borrowings	53.9	55.5
Long-term borrowings	4,561.8	5,917.3
Currency swap agreement	$ 3.3	$ 24.9

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Consolidated Condensed Balance Sheets (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Jun. 28, 2013	Dec. 31, 2012
Property, plant and equipment, accumulated depreciation	$ 2,146.7	$ 1,962.3
Common stock, par value (dollars per share)	$ 0.01	$ 0.01

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Fair Value Measurements

6 Months Ended

Jun. 28, 2013

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 June 28, 2013 and December 31, 2012 were as follows ($ in millions):

	Quoted Prices in Active Market (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)	Total
June 28, 2013:
Assets:
Available-for-sale securities	$	417.9	—		—	$	417.9
Liabilities:
Deferred compensation plans	—		$	66.3	—	66.3
Currency swap agreement	—		3.3		—	3.3
December 31, 2012:
Assets:
Available-for-sale securities	$	329.5	—		—	$	329.5
Liabilities:
Deferred compensation plans	—		$	64.5	—	64.5
Currency swap agreement	—		24.9		—	24.9

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

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

In connection with a prior acquisition, the Company acquired a currency swap agreement that required 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. In January 2013, the Company terminated a portion of the currency swap agreement (¥6.0 billion of the ¥11.9 billion outstanding purchase commitment as of the termination date), reducing the Company's monthly purchase commitment to approximately ¥92 million. In connection with this partial termination of the currency swap agreement, the Company made a $10 million payment to the counterparty representing the fair value of the terminated portion of the currency swap. As of June 28, 2013, the aggregate Japanese Yen purchase commitment was approximately ¥5.4 billion (approximately $55 million based on exchange rates as of June 28, 2013). 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 six months ended June 28, 2013, the Company recorded pre-tax income of approximately $3 million and $11 million, respectively, related to changes in the fair value of this currency swap. During the three and six months ended June 29, 2012, the Company recorded a pre-tax charge of approximately $6 million and pre-tax income of approximately $8 million, respectively, 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 carrying amounts and fair values of financial instruments as of June 28, 2013 and December 31, 2012 were as follows ($ in millions):

	June 28, 2013				December 31, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Available-for-sale securities	$	417.9	$	417.9	$	329.5	$	329.5
Liabilities:
Short-term borrowings	53.9		53.9		55.5		55.5
Long-term borrowings	4,100.9		4,561.8		5,287.6		5,917.3
Currency swap agreement	3.3		3.3		24.9		24.9

As of June 28, 2013 and December 31, 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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Consolidated Condensed Statements Of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 28, 2013	Jun. 29, 2012
Net earnings	$ 616.8	$ 600.2	$ 1,308.7	$ 1,213.1
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	(129.1)	(256.1)	(385.6)	(100.1)
Pension and post-retirement plan benefit adjustments	5.5	5.8	11.0	12.9
Unrealized gain on available-for-sale securities	13.0	20.9	55.2	49.2
Total other comprehensive income (loss), net of income taxes	(110.6)	(229.4)	(319.4)	(38.0)
Comprehensive income	$ 506.2	$ 370.8	$ 989.3	$ 1,175.1

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Contingencies (Warranty Accrual) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 28, 2013
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Balance, December 31, 2012	$ 140.7
Accruals for warranties issued during the period	70.6
Settlements made	(68.9)
Additions due to acquisitions	1.5
Effect of foreign currency translation	(1.5)
Balance, June 28, 2013	$ 142.4

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Consolidated Condensed Balance Sheets (USD $) In Millions, unless otherwise specified	Jun. 28, 2013	Dec. 31, 2012
Current Assets:
Cash and equivalents	$ 2,324.9	$ 1,678.7
Trade accounts receivable, net	3,281.4	3,267.3
Inventories:
Finished goods	947.8	899.9
Work in process	327.7	291.2
Raw materials	635.5	622.3
Total inventories	1,911.0	1,813.4
Prepaid expenses and other current assets	713.7	828.4
Total current assets	8,231.0	7,587.8
Property, plant and equipment, net of accumulated depreciation of $2,146.7 and $1,962.3, respectively	2,148.9	2,140.9
Investment in joint venture	0	548.3
Other assets	998.4	858.0
Goodwill	15,535.2	15,462.0
Other intangible assets, net	6,195.5	6,344.0
Total assets	33,109.0	32,941.0
Current Liabilities:
Notes payable and current portion of long-term debt	53.9	55.5
Trade accounts payable	1,621.4	1,546.3
Accrued expenses and other liabilities	2,457.2	2,604.3
Total current liabilities	4,132.5	4,206.1
Other long-term liabilities	4,511.0	4,363.4
Long-term debt	4,100.9	5,287.6
Stockholders' Equity:
Common stock - $0.01 par value	7.8	7.7
Additional paid-in capital	4,013.0	3,688.1
Retained earnings	16,653.9	15,379.9
Accumulated other comprehensive income (loss)	(378.6)	(59.2)
Total Danaher stockholders' equity	20,296.1	19,016.5
Non-controlling interests	68.5	67.4
Total stockholders' equity	20,364.6	19,083.9
Total liabilities and stockholders' equity	$ 33,109.0	$ 32,941.0

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Stock Transactions And Stock-Based Compensation (Assumptions Used In The Black-Scholes Model To Value Options Granted) (Details)	6 Months Ended
	Jun. 28, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average volatility (percentage)	21.90%
Dividend yield (percentage)	0.20%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate (percentage)	0.98%
Expected years until exercise (years)	6 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate (percentage)	1.68%
Expected years until exercise (years)	8 years 6 months

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Stock Transactions And Stock-Based Compensation (Tables)

6 Months Ended

Jun. 28, 2013

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 six months ended June 28, 2013:

Risk-free interest rate	0.98 – 1.68%
Weighted average volatility	21.9%
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						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
RSUs and restricted shares:
Pre-tax compensation expense	$	16.8		$	14.5		$	32.3		$	27.2
Income tax benefit	(5.2		)	(4.4		)	(9.8		)	(9.2		)
RSU and restricted share expense, net of income taxes	$	11.6		$	10.1		$	22.5		$	18.0
Stock options:
Pre-tax compensation expense	$	11.5		$	12.2		$	23.8		$	23.2
Income tax benefit	(3.5		)	(3.7		)	(7.3		)	(7.0		)
Stock option expense, net of income taxes	$	8.0		$	8.5		$	16.5		$	16.2
Total stock-based compensation:
Pre-tax compensation expense	$	28.3		$	26.7		$	56.1		$	50.4
Income tax benefit	(8.7		)	(8.1		)	(17.1		)	(16.2		)
Total stock-based compensation expense, net of income taxes	$	19.6		$	18.6		$	39.0		$	34.2

Option Activity Under The Company's Stock Plans

Option activity under the Company’s stock plans as of June 28, 2013 and changes during the six months ended June 28, 2013 were 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, 2012	27,372		$	37.94
Granted	1,612		61.04
Exercised	(3,152	)	30.37
Cancelled/forfeited	(562	)	42.34
Outstanding as of June 28, 2013	25,270		$	40.26	6	$	582,202
Vested and Expected to Vest as of June 28, 2013(1)	24,642		$	40.00	6	$	574,252
Vested as of June 28, 2013	13,318		$	33.88	4	$	391,846

(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 six months ended June 28, 2013:

	Number of RSUs/Restricted Shares (in thousands)		Weighted Average Grant-Date  Fair Value
Unvested as of December 31, 2012	5,585		$	43.29
Granted	656		61.04
Vested	(714	)	34.83
Forfeited	(323	)	43.42
Unvested as of June 28, 2013	5,204		$	46.68

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Acquisitions (Tables)

6 Months Ended

Jun. 28, 2013

Business Combinations [Abstract]

Schedule of Purchase Price Allocation

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 six months ended June 28, 2013 ($ in millions):

Trade accounts receivable	$	21.0
Inventories	14.5
Property, plant and equipment	27.1
Goodwill	246.5
Other intangible assets, primarily trade names, customer relationships and patents	148.0
Trade accounts payable	(8.7		)
Other assets and liabilities, net	(105.0		)
Assumed debt	(20.5		)
Non-controlling interest acquired	(0.3		)
Net cash consideration	$	322.6

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				Six Months Ended
	June 28, 2013		June 29, 2012		June 28, 2013		June 29, 2012
Sales	$	4,747.5	$	4,668.5	$	9,230.8	$	9,145.1
Net earnings from continuing operations	617.6		604.7		1,311.8		1,132.2
Diluted net earnings per share from continuing operations	$	0.87	$	0.85	$	1.85	$	1.59

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Fair Value Measurements (Financial Assets And Liabilities Carried At Fair Value) (Details) (USD $) In Millions, unless otherwise specified	Jun. 28, 2013	Dec. 31, 2012
Assets:
Available-for-sale securities, Assets	$ 417.9	$ 329.5
Liabilities:
Deferred compensation plans, Liabilities	66.3	64.5
Currency swap agreement, Liabilities	3.3	24.9
Quoted Prices In Active Market (Level 1)
Assets:
Available-for-sale securities, Assets	417.9	329.5
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	66.3	64.5
Currency swap agreement, Liabilities	3.3	24.9
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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Stock Transactions And Stock-Based Compensation (RSU And Restricted Shares Activity) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	6 Months Ended
	Jun. 28, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Unvested as of December 31, 2012, Number of RSUs / Restricted Shares (shares)	5,585
Granted, Number of RSUs / Restricted Shares (shares)	656
Vested, Number of RSUs / Restricted Shares (shares)	(714)
Forfeited, Number of RSUs/ Restricted Shares (shares)	(323)
Unvested as of June 28, 2013, Number of RSUs / Restricted Shares (shares)	5,204
Unvested as of December 31,2012, Weighted-Average Grant-Date Fair Value (dollars per share)	$ 43.29
Granted, Weighted-Average Grant-Date Fair Value (dollars per share)	$ 61.04
Vested, Weighted-Average Grant-Date Fair Value (dollars per share)	$ 34.83
Forfeited, Weighted-Average Grante-Date Fair Value (dollars per share)	$ 43.42
Unvested as of June 28, 2013, Weighted-Average Grant-Date Fair Value (dollars per share)	$ 46.68

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Sale of Joint Venture (Gain From Affiliates) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		1 Months Ended	3 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 28, 2013	Jun. 29, 2012	Feb. 28, 2013 Apex [Member]	Mar. 29, 2013 Apex [Member]
Fair value of consideration received:
Proceeds from equity method investment, dividends or distributions					$ 66.6
Cash, including $66.6 of dividends received during 2013 prior to the closing of the sale					758.6
Note receivable					38.5
Total fair value of consideration received					797.1
Less book value of investment in unconsolidated joint venture					545.6
Other related costs and expenses					21.7
Pre-tax gain on sale of unconsolidated joint venture	0	0	229.8	0	229.8
Income tax expense					86.2
After-tax gain on sale of unconsolidated joint venture					$ 143.6	$ 143.6

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Acquisitions (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 28, 2013 Businesses	Jun. 29, 2012
Business Combinations [Abstract]
Businesses acquired (businesses)	5
Cash paid for acquisitions	$ (322.6)	$ (945.1)
Aggregate annual sales of additional businesses	158
Goodwill related to acquisitions	$ 246.5

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Acquisitions (Fair Values Of The Assets Acquired And Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Jun. 28, 2013
Business Acquisition [Line Items]
Trade accounts receivable	$ 21.0
Inventories	14.5
Property, plant, and equipment	27.1
Goodwill	246.5
Other intangible assets, primarily trade names, customer relationships and patents	148.0
Trade accounts payable	(8.7)
Other assets and liabilities, net	(105.0)
Assumed debt	(20.5)
Non-controlling interest acquired	(0.3)
Net cash consideration	$ 322.6

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Goodwill

6 Months Ended

Jun. 28, 2013

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 six months ended June 28, 2013 ($ in millions):

Balance, December 31, 2012	$	15,462.0
Attributable to 2013 acquisitions	246.5
Foreign currency translation & other	(173.3		)
Balance, June 28, 2013	$	15,535.2

The carrying value of goodwill by segment as of June 28, 2013 and December 31, 2012 is summarized as follows ($ in millions):

	June 28, 2013		December 31, 2012
Test & Measurement	$	3,177.1	$	3,222.1
Environmental	1,634.5		1,554.9
Life Sciences & Diagnostics	6,203.2		6,138.9
Dental	2,157.8		2,168.0
Industrial Technologies	2,362.6		2,378.1
	$	15,535.2	$	15,462.0

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 2012 and no impairment was identified. There have been no "triggering" events which indicate a potential impairment in 2013. 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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Restructuring And Other Related Charges (Tables)

6 Months Ended

Jun. 28, 2013

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 2012 actions ($ in millions):

	Balance as of		Paid/			Balance as of
	December 31, 2012		Settled			June 28, 2013
Restructuring charges:
Employee severance and related	$	96.9	$	(58.7	)	$	38.2
Facility exit and related	6.8		(4.0		)	2.8
Total restructuring	$	103.7	$	(62.7	)	$	41.0

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Goodwill (Goodwill By Segment) (Details) (USD $) In Millions, unless otherwise specified	Jun. 28, 2013	Dec. 31, 2012
Goodwill [Line Items]
Goodwill, carrying value	$ 15,535.2	$ 15,462.0
Test & Measurement
Goodwill [Line Items]
Goodwill, carrying value	3,177.1	3,222.1
Environmental
Goodwill [Line Items]
Goodwill, carrying value	1,634.5	1,554.9
Life Sciences & Diagnostics
Goodwill [Line Items]
Goodwill, carrying value	6,203.2	6,138.9
Dental
Goodwill [Line Items]
Goodwill, carrying value	2,157.8	2,168.0
Industrial Technologies
Goodwill [Line Items]
Goodwill, carrying value	$ 2,362.6	$ 2,378.1

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Defined Benefit Plans

6 Months Ended

Jun. 28, 2013

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						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Service cost	$	1.4		$	1.5		$	2.8		$	3.0
Interest cost	23.7			24.9			47.4			49.8
Expected return on plan assets	(31.4		)	(32.2		)	(62.8		)	(64.4		)
Amortization of actuarial loss	7.0			9.5			14.0			19.0
Net periodic benefit cost	$	0.7		$	3.7		$	1.4		$	7.4

Non-U.S. Pension Benefits
	Three Months Ended						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Service cost	$	6.7		$	5.9		$	13.2		$	11.6
Interest cost	10.4			10.8			20.8			21.5
Expected return on plan assets	(8.5		)	(8.2		)	(17.1		)	(16.3		)
Amortization of actuarial loss	2.0			1.1			4.0			2.3
Amortization of prior service credit	(0.1		)	(0.1		)	(0.2		)	(0.2		)
Settlement losses recognized	—			—			0.6			0.9
Net periodic benefit cost	$	10.5		$	9.5		$	21.3		$	19.8

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

	Three Months Ended						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Service cost	$	0.4		$	0.5		$	0.8		$	1.0
Interest cost	1.9			2.7			4.0			5.4
Amortization of prior service credit	(1.7		)	(1.4		)	(3.3		)	(2.8		)
Amortization of actuarial loss	0.4			1.0			0.8			2.0
Net periodic benefit cost	$	1.0		$	2.8		$	2.3		$	5.6

Employer Contributions

During 2013, 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 $52 million. The ultimate amounts to be contributed depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates and other factors.

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Discontinued Operations

6 Months Ended

Jun. 28, 2013

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

DISCONTINUED OPERATIONS

In the first quarter of 2012, the Company completed the sale of its Accu-Sort ("ASI") and Kollmorgen Electro-Optical ("KEO") businesses for an aggregate sale price of $337 million in cash. These businesses were part of the Industrial Technologies segment and had combined annual revenues of $275 million in 2011. The Company recorded an aggregate after-tax gain on the sale of these businesses of $93.7 million or $0.13 per diluted share in its first quarter 2012 results.

The Company has reported the ASI and KEO businesses as discontinued operations in its consolidated financial statements. The results of operations prior to the businesses' sale in the first quarter of 2012 resulted in a loss from discontinued operations of $0.8 million. 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.

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Consolidated Condensed Statement Of Stockholders' Equity (Parenthetical) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 28, 2013
Common stock issued in connection with LYONs' conversions, tax benefit	$ 38.9

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Stock Transactions And Stock-Based Compensation (Components Of Stock-Based Compensation Program) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 28, 2013	Jun. 29, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	$ 28.3	$ 26.7	$ 56.1	$ 50.4
Income tax benefit	(8.7)	(8.1)	(17.1)	(16.2)
Stock-based compensation expense, net of income taxes	19.6	18.6	39.0	34.2
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	16.8	14.5	32.3	27.2
Income tax benefit	(5.2)	(4.4)	(9.8)	(9.2)
Stock-based compensation expense, net of income taxes	11.6	10.1	22.5	18.0
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Pre-tax compensation expense	11.5	12.2	23.8	23.2
Income tax benefit	(3.5)	(3.7)	(7.3)	(7.0)
Stock-based compensation expense, net of income taxes	$ 8.0	$ 8.5	$ 16.5	$ 16.2

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Financing Transactions (Components Of Debt) (Details) In Millions, unless otherwise specified	Jun. 28, 2013 USD ($)	Dec. 31, 2012 USD ($)	Jun. 28, 2013 Eurobond Senior Notes USD ($)	Jun. 28, 2013 Eurobond Senior Notes EUR (€)	Dec. 31, 2012 Eurobond Senior Notes USD ($)	Dec. 31, 2012 Eurobond Senior Notes EUR (€)	Jun. 28, 2013 2013 Notes USD ($)	Dec. 31, 2012 2013 Notes USD ($)	Jun. 28, 2013 2014 Notes USD ($)	Dec. 31, 2012 2014 Notes USD ($)	Jun. 28, 2013 2016 Notes USD ($)	Dec. 31, 2012 2016 Notes USD ($)	Jun. 28, 2013 2018 Notes USD ($)	Dec. 31, 2012 2018 Notes USD ($)	Jun. 28, 2013 2019 Notes USD ($)	Dec. 31, 2012 2019 Notes USD ($)	Jun. 28, 2013 2021 Notes USD ($)	Dec. 31, 2012 2021 Notes USD ($)	Jun. 28, 2013 Zero-Coupon LYONs USD ($)	Dec. 31, 2012 Zero-Coupon LYONs USD ($)
Debt Instrument [Line Items]
Commercial paper	$ 450.0	$ 1,224.5
Other notes payable			650.5	500.0	659.8	500.0
Senior notes							0	300.0	400.0	400.0	500.0	500.0	500.0	500.0	750.0	750.0	600.0	600.0
Zero-coupon LYONs due 2021																			163.9	281.4
Other	140.4	127.4
Subtotal	4,154.8	5,343.1
Less - current portion	53.9	55.5
Long-term debt	$ 4,100.9	$ 5,287.6
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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Segment Information (Tables)

6 Months Ended

Jun. 28, 2013

Segment Reporting, Measurement Disclosures [Abstract]

Segment Results

Segment results are shown below ($ in millions):

Sales
	Three Months Ended				Six Months Ended
	June 28, 2013		June 29, 2012		June 28, 2013		June 29, 2012
Test & Measurement	$	855.0	$	856.4	$	1,710.4	$	1,702.8
Environmental	826.8		763.9		1,552.1		1,458.5
Life Sciences & Diagnostics	1,674.3		1,583.4		3,241.7		3,129.3
Dental	514.7		498.8		994.5		963.5
Industrial Technologies	866.7		851.0		1,683.5		1,615.6
	$	4,737.5	$	4,553.5	$	9,182.2	$	8,869.7

Operating Profit
	Three Months Ended						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Test & Measurement	$	178.4		$	184.2		$	365.7		$	375.8
Environmental	178.9			165.1			314.0			294.2
Life Sciences & Diagnostics	240.7			207.9			440.0			413.8
Dental	78.8			71.6			141.7			130.5
Industrial Technologies	204.1			190.3			375.0			348.1
Equity method earnings of Apex joint venture	—			18.0			—			32.4
Other	(37.3		)	(25.8		)	(61.9		)	(48.6		)
	$	843.6		$	811.3		$	1,574.5		$	1,546.2

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Net Earnings Per Share From Continuing Operations (Narrative) (Details)	3 Months Ended		6 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 28, 2013	Jun. 29, 2012
Earnings Per Share [Abstract]
Options excluded from diluted earnings per share calculation (anti-dilutive) (shares)	0	2,000,000	0	2,000,000

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Contingencies

6 Months Ended

Jun. 28, 2013

Commitments and Contingencies Disclosure [Abstract]

Contingencies

CONTINGENCIES

For a description of the Company’s litigation and contingencies, reference is made to Note 16 of the Company’s financial statements as of and for the year ended December 31, 2012 included in the Company’s 2012 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 are 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 six months ended June 28, 2013 ($ in millions):

Balance, December 31, 2012	$	140.7
Accruals for warranties issued during the period	70.6
Settlements made	(68.9		)
Additions due to acquisitions	1.5
Effect of foreign currency translation	(1.5		)
Balance, June 28, 2013	$	142.4

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Financing Transactions

6 Months Ended

Jun. 28, 2013

Debt Disclosure [Abstract]

Financing Transactions

FINANCING TRANSACTIONS

As of June 28, 2013, the Company was in compliance with all of its debt covenants. The components of the Company’s debt as of June 28, 2013 and December 31, 2012 were as follows ($ in millions):

	June 28, 2013		December 31, 2012
Commercial paper	$	450.0	$	1,224.5
4.5% guaranteed Eurobond notes due 2013 (€500 million)	650.5		659.8
Floating rate senior notes due 2013	—		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	163.9		281.4
Other	140.4		127.4
Subtotal	4,154.8		5,343.1
Less – current portion	53.9		55.5
Long-term debt	$	4,100.9	$	5,287.6

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, 2012 included in the Company’s 2012 Annual Report on Form 10-K.

During the quarter ended June 28, 2013, the Company repaid the $300 million of floating rate senior notes due 2013 upon maturity in June.

During the six months ended June 28, 2013, holders of certain of the Company’s LYONs converted such LYONs into an aggregate of approximately 4.2 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 $39 million was transferred to additional paid-in capital as a result of the conversions.

The Company satisfies any short-term liquidity needs that are not met through operating cash flow and available cash primarily through issuances of commercial paper under its U.S. and Euro commercial paper programs. As of June 28, 2013, 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 remaining maturity of approximately twenty-two days. There was no commercial paper outstanding under the Euro commercial paper program as of June 28, 2013. As of June 28, 2013, the Company classified its borrowings outstanding under the commercial paper programs, as well as its Eurobond notes due July 22, 2013 and its 1.3% senior notes due June 23, 2014, as long-term debt in the accompanying Consolidated Condensed Balance Sheet as the Company has 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 June 28, 2013, 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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General (Tables)

6 Months Ended

Jun. 28, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Components Of Accumulated Other Comprehensive Income

The changes in accumulated other comprehensive income (loss) by component for the three and six months ended June 28, 2013 and June 29, 2012 are summarized below ($ in millions).

	Foreign currency translation adjustments			Pension and post-retirement plan benefit adjustments				Unrealized gain on available-for- sale securities			Total
For the Three Months Ended June 28, 2013:
Balance, March 29, 2013	$	218.8		$	(650.2	)		$	163.4		$	(268.0	)
Other comprehensive income (loss) before reclassifications:
Pre-tax income (loss)	(129.1		)	—				20.9			(108.2		)
Income tax expense	—			—				(7.9		)	(7.9		)
Other comprehensive income (loss) before reclassifications, net of income taxes	(129.1		)	—				13.0			(116.1		)
Amounts reclassified from accumulated other comprehensive income (loss):
Pre-tax income	—			8.4			(1)	—			8.4
Income tax expense	—			(2.9		)		—			(2.9		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			5.5				—			5.5
Net current period other comprehensive income (loss), net of income taxes	(129.1		)	5.5				13.0			(110.6		)
Balance, June 28, 2013	$	89.7		$	(644.7	)		$	176.4		$	(378.6	)
(1) This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Note 8 for additional details).

	Foreign currency translation adjustments			Pension and post-retirement plan benefit adjustments			Unrealized gain on available-for- sale securities			Total
For the Three Months Ended June 29, 2012:
Balance, March 30, 2012	$	540.5		$	(508.9	)	$	122.9		$	154.5
Net current period other comprehensive income (loss):
Pre-tax income (loss)	(256.1		)	9.2			33.4			(213.5		)
Income tax expense	—			(3.4		)	(12.5		)	(15.9		)
Net current period other comprehensive income (loss), net of income taxes	(256.1		)	5.8			20.9			(229.4		)
Balance, June 29, 2012	$	284.4		$	(503.1	)	$	143.8		$	(74.9	)

	Foreign currency translation adjustments			Pension and post-retirement plan benefit adjustments				Unrealized gain on available-for- sale securities			Total
For the Six Months Ended June 28, 2013:
Balance, December 31, 2012	$	475.3		$	(655.7	)		$	121.2		$	(59.2	)
Other comprehensive income (loss) before reclassifications:
Pre-tax income (loss)	(385.6		)	—				88.4			(297.2		)
Income tax expense	—			—				(33.2		)	(33.2		)
Other comprehensive income (loss) before reclassifications, net of income taxes	(385.6		)	—				55.2			(330.4		)
Amounts reclassified from accumulated other comprehensive income (loss):
Pre-tax income	—			16.8			(1)	—			16.8
Income tax expense	—			(5.8		)		—			(5.8		)
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes	—			11.0				—			11.0
Net current period other comprehensive income (loss), net of income taxes	(385.6		)	11.0				55.2			(319.4		)
Balance, June 28, 2013	$	89.7		$	(644.7	)		$	176.4		$	(378.6	)
For the Six Months Ended June 29, 2012:
Balance, December 31, 2011	$	384.5		$	(516.0	)		$	94.6		$	(36.9	)
Net current period other comprehensive income (loss):
Pre-tax income (loss)	(100.1		)	20.3				78.6			(1.2		)
Income tax expense	—			(7.4		)		(29.4		)	(36.8		)
Net current period other comprehensive income (loss), net of income taxes	(100.1		)	12.9				49.2			(38.0		)
Balance, June 29, 2012	$	284.4		$	(503.1	)		$	143.8		$	(74.9	)
(1) This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Note 8 for additional details).

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Net Earnings Per Share From Continuing Operations

6 Months Ended

Jun. 28, 2013

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. There were no anti-dilutive options for the three and six months ended June 28, 2013. For the three and six months ended June 29, 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.

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 June 28, 2013:
Basic EPS	$	616.8	695.2	$	0.89
Adjustment for interest on convertible debentures	0.9		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.3
Incremental shares from assumed conversion of the convertible debentures	—		6.3
Diluted EPS	$	617.7	709.8	$	0.87
For the Three Months Ended June 29, 2012:
Basic EPS	$	600.2	695.6	$	0.86
Adjustment for interest on convertible debentures	1.4		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.5
Incremental shares from assumed conversion of the convertible debentures	—		10.8
Diluted EPS	$	601.6	714.9	$	0.84

	Net Earnings From Continuing Operations (Numerator)		Shares (Denominator)	Per Share Amount
For the Six Months Ended June 28, 2013:
Basic EPS	$	1,308.7	693.6	$	1.89
Adjustment for interest on convertible debentures	2.0		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		8.5
Incremental shares from assumed conversion of the convertible debentures	—		7.0
Diluted EPS	$	1,310.7	709.1	$	1.85
For the Six Months Ended June 29, 2012:
Basic EPS	$	1,120.2	693.5	$	1.62
Adjustment for interest on convertible debentures	3.1		—
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs	—		10.2
Incremental shares from assumed conversion of the convertible debentures	—		10.8
Diluted EPS	$	1,123.3	714.5	$	1.57

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Document And Entity Information	3 Months Ended
	Jun. 28, 2013	Jul. 12, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 28, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
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		695,568,931

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Segment Information

6 Months Ended

Jun. 28, 2013

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, 2012, except for the sale of the investment in the Apex joint venture in February 2013. Segment results are shown below ($ in millions):

Sales
	Three Months Ended				Six Months Ended
	June 28, 2013		June 29, 2012		June 28, 2013		June 29, 2012
Test & Measurement	$	855.0	$	856.4	$	1,710.4	$	1,702.8
Environmental	826.8		763.9		1,552.1		1,458.5
Life Sciences & Diagnostics	1,674.3		1,583.4		3,241.7		3,129.3
Dental	514.7		498.8		994.5		963.5
Industrial Technologies	866.7		851.0		1,683.5		1,615.6
	$	4,737.5	$	4,553.5	$	9,182.2	$	8,869.7

Operating Profit
	Three Months Ended						Six Months Ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Test & Measurement	$	178.4		$	184.2		$	365.7		$	375.8
Environmental	178.9			165.1			314.0			294.2
Life Sciences & Diagnostics	240.7			207.9			440.0			413.8
Dental	78.8			71.6			141.7			130.5
Industrial Technologies	204.1			190.3			375.0			348.1
Equity method earnings of Apex joint venture	—			18.0			—			32.4
Other	(37.3		)	(25.8		)	(61.9		)	(48.6		)
	$	843.6		$	811.3		$	1,574.5		$	1,546.2

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Segment Information (Segment Results) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 28, 2013 Business_Segments	Jun. 29, 2012
Segment Reporting Information [Line Items]
Number of segments reported (Business Segments)			5
Sales	$ 4,737.5	$ 4,553.5	$ 9,182.2	$ 8,869.7
Operating Profit	843.6	811.3	1,574.5	1,546.2
Test & Measurement
Segment Reporting Information [Line Items]
Sales	855.0	856.4	1,710.4	1,702.8
Operating Profit	178.4	184.2	365.7	375.8
Environmental
Segment Reporting Information [Line Items]
Sales	826.8	763.9	1,552.1	1,458.5
Operating Profit	178.9	165.1	314.0	294.2
Life Sciences & Diagnostics
Segment Reporting Information [Line Items]
Sales	1,674.3	1,583.4	3,241.7	3,129.3
Operating Profit	240.7	207.9	440.0	413.8
Dental
Segment Reporting Information [Line Items]
Sales	514.7	498.8	994.5	963.5
Operating Profit	78.8	71.6	141.7	130.5
Industrial Technologies
Segment Reporting Information [Line Items]
Sales	866.7	851.0	1,683.5	1,615.6
Operating Profit	204.1	190.3	375.0	348.1
Equity Method Earnings Of Apex joint venture
Segment Reporting Information [Line Items]
Operating Profit	0	18.0	0	32.4
Other
Segment Reporting Information [Line Items]
Operating Profit	$ (37.3)	$ (25.8)	$ (61.9)	$ (48.6)

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Net Earnings Per Share From Continuing Operations (Components Of Basic And Diluted Earnings Per Share) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 28, 2013	Jun. 29, 2012	Jun. 28, 2013	Jun. 29, 2012
Earnings Per Share [Abstract]
Basic EPS, Net Earnings From Continuing Operations (Numerator)	$ 616.8	$ 600.2	$ 1,308.7	$ 1,120.2
Basic EPS, Shares (Denominator) (shares)	695.2	695.6	693.6	693.5
Basic EPS, Per Share Amount (dollars per share)	$ 0.89	$ 0.86	$ 1.89	$ 1.62
Adjustment for interest on convertible debentures, Net Earnings From Continuing Operations (Numerator)	0.9	1.4	2.0	3.1
Incremental shares from assumed exercise of dilutive options and vesting of dilutive RSUs, Shares (Denominator) (shares)	8.3	8.5	8.5	10.2
Incremental shares from assumed conversion of the convertible debentures, Shares (Denominator) (shares)	6.3	10.8	7.0	10.8
Diluted EPS, Net Earnings From Continuing Operations (Numerator)	$ 617.7	$ 601.6	$ 1,310.7	$ 1,123.3
Diluted EPS, Shares (Denominator) (shares)	709.8	714.9	709.1	714.5
Diluted EPS, Per Share Amount (dollars per share)	$ 0.87	$ 0.84	$ 1.85	$ 1.57