DANAHER CORPORATION

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

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

2 2019 Financial Highlights

SECOND CONSECUTIVE YEAR OF 6% OR GREATER CORE GROWTH CORE REVENUE GROWTH ― Life Sciences and Diagnostics both +7.0%, EAS +3.5% 6.0% ― Innovation & commercial investments driving market share gains EXPANDING MARGINS WHILE REINVESTING FOR GROWTH 100BPS CORE OMX ― Core OMX +100bps and Gross Margin 56%

SOLID ADJUSTED EPS GROWTH & FREE CASH FLOW FCF / NI 125% CONVERSION ― 28th consecutive year that FCF exceeded Net Income

RECENT PORTFOLIO MOVES ADJUSTED EPS GROWTH ― Completed exit from Dental Platform HSD ― Announced $21B acquisition of GE Biopharma business “OMX” is operating profit margin expansion. Outstanding results driven by DBS

3 Danaher Today ROW 6% LIFE ENVIRONMENTAL & HGM NA Revenue by SCIENCES ~$7.0B DIAGNOSTICS ~$6.6B APPLIED SOLUTIONS ~$4.4B 32% 39% Geography W. EU 23% WATER QUALITY Dist- ribution Revenue by ~30% Direct Go-to-Market ~70% (GTM)

Non- PRODUCT ID recurring Revenue ~30% Recurring by Mix ~70%

All financial metrics reflect FY 2019 results from continuing operations. Multi-industry science & technology portfolio provides competitive advantages

4 Building a Stronger, Better Danaher

STRONG PORTFOLIO UNITED BY ~$18B A COMMON BUSINESS MODEL 2019 DANAHER TOTAL REVENUE 2015 2016 2019 • Outstanding brands with market- CORE REVENUE leading positions GROWTH LSD MSD RECURRING REV.* ~45% ~70% • Extensive installed base DIRECT GTM REV.* ~60% ~70% • Strong ‘captive’ recurring revenues GROSS MARGIN 52% 56% • High level of customer intimacy

HGM* All financial metrics reflect FY 2019 results from continuing operations unless indicated otherwise. 27% 32% 2015 metrics shown include and Envista. * As a % of total revenue. Evolving into a higher growth & higher recurring revenue portfolio

5 Non- recurring ~30% Strong Recurring Revenue Total DHR Recurring Revenue ~70% By Mix PORTFOLIO UNITED BY A OPCO EXAMPLES (2019) COMMON BUSINESS MODEL RAZOR / • Consumables revenue • Steady consumables stream off extensive RAZOR- 2-5X instrument rev. installed base BLADE • Long-term contracts • High value, ‘mission-critical’ applications that demand high quality products to meet regulatory requirements • FDA-approved or cleared processes SPEC’D i.e. biologic drug production IN • Like-for-like replacements BENEFITS & OPPORTUNITIES i.e. EPA methods • Reduced risk of revenue volatility • Increase in attachment rates • Increased customer intimacy SERVICE • HSD service revenue • Higher margin opportunities enable reinvestment CAGR over the last 3 years All financial metrics reflect FY 2019 results from continuing operations. High quality recurring revenue across the portfolio

6 Serving Attractive End-Markets

LIFE SCIENCES DIAGNOSTICS WATER QUALITY PRODUCT ID

ADDRESSABLE MARKET SIZE ~$50B ~$35B ~$20B ~$10B

KEY SECULAR • Shift in medicine: • Molecular Dx • Water scarcity • Packaging GROWTH DRIVERS biologics penetration • Sustainability of proliferation • Evolution of LS • Decentralization water resources • Global brand research: of health care consistency genomics

High Growth Markets | Regulatory Requirements | Workflow Efficiency

Strong secular drivers underpinning growth opportunities

7 Danaher Business System (DBS)

8 Evolution of the Danaher Business System (DBS)

1984 1991 1999 2001 2003 2005 2007 2009 2011 2013 2015 TODAY2017E Leadership

Leadership Leadership Leadership

Lean Growth Lean Growth Lean Growth 2016 Lean Growth LAUNCHED 2009 SHARED 2001 ADDED PURPOSE OUR SHARED PURPOSE Mid-1980s ADDED LEADERSHIP HELPING REALIZE LIFE’S POTENTIAL LEAN GROWTH FOCUSED

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

9 DBS Is Our Competitive Advantage

8 CORE VALUE DRIVERS

CORE REVENUE GROWTH OMX SHAREHOLDER CASH FLOW / WC TURNS Leadership ROIC

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

INTERNAL FILL RATE ASSOCIATE RETENTION

“OMX” is Operating Margin Expansion; “WC” is Working Capital. “Common sense, vigorously applied”

10 Talent as a Competitive Advantage: Leading with DBS

STRATEGIC PRIORITIES OUR CULTURE OUR GOAL

THE BEST A CULTURE OF AND My Organization & Purpose WORKPLACE Metrics AND Meaning Performance AND People My Future & Development THE BEST Results AND Recognition PEOPLE LEADERS Me, My Manager & My Daily Work Our Engagement Pyramid Meeting the needs of associates every day

Associates are key to sustaining our competitive advantage

11 Advancing Diversity and Inclusion

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

FACT BEHAVIOR FEELING OUTCOME

12 ESG Focus at Danaher KEY 2019 DEVELOPMENTS • Added Two New Independent Board Members • Jessica L. Mega, MD, MPH (Verily) • Pardis C. Sabeti, MD, D.Phil (HHMI / Harvard / Broad) • Quantified Sustainability Metrics: • Energy and water usage • Greenhouse gas emissions • Waste generation and recycling

13 How We Create Value: Running the Danaher Playbook

Core Revenue Growth Gross IMPROVE COST G&A + STRUCTURE Margins Margin Expansion + REINVEST R&D S&M Strong Free Cash Flow FOR GROWTH + ACCELERATE Acquisitions Core MARGINS & OMX Growth CORE GROWTH = TOP QUARTILE EPS GROWTH & COMPOUNDING RETURNS

Balanced approach to create shareholder value

14 Our Strategic Approach to M&A

MARKET

• Secular growth drivers COMPANY • Fragmented • Higher barriers to entry • Competitive market position VALUATION • Optionality with multi-industry • Strong brand / channel portfolio • Consistent revenue visibility • Focus on ROIC • Higher margin businesses • DBS opportunities • Cultural fit • Sustainability • Leadership assessment • Synergies with DHR OpCos • Combination of value & growth deals

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

15 Historical Performance

$17.9B $17.0B TOTAL REVENUE $15.5B

$4.42 ADJUSTED EPS $4.05 $3.54

2017 2018 2019 Double-digit adjusted EPS CAGR from 2017 – 2019

16 Solid Free Cash Flow Generation

$3.1B $3.0B TOTAL FCF $2.6B

FCF/NET INCOME CONVERSION RATIO 127% 125% 119%

2017 2018 2019 2019 free cash flow exceeded net income for 28th year in a row

17 25 Year Total Shareholder Return: DHR vs. S&P 500

7000% Years DHR S&P 500 Difference

3 Year 101% 53% 47% 6000% 10 Year 462% 257% 205% 5000% 25 Year 6,524% 1,038% 5,486%

4000%

3000%

2000%

1000%

0% Dec-94 Dec-99 Dec-04 Dec-09 Dec-14 Dec-19 Source: FactSet Outperforming over the long term

18 Revenue By Mix

LIFE SCIENCES Nonrecurring ~35% Recurring TOTAL ~65% $7.0B REVENUE

By Geography

ROW CORE REVENUE GLOBAL GROWTH DRIVERS 8% GROWTH NA 7.0% HGM 38% • Evolution of Life Science research 27% (i.e. genomics) W. EU 27% ADJ. EBITDA • Shift in medicine (i.e. proliferation of >25% MARGIN biologics including cell & gene therapy) By End-Market

• HGM investments in basic & applied ResearchResearch Biopharma research capacity AppliedClinical Strong global brands with Applied Biopharma / Ind. All financial metrics reflect FY 2019 results from continuing operations; all pie chart percentages are % of 2019 revenues. PharmaPharma leading market positions Other

19 Revenue By Mix

Nonrecurring DIAGNOSTICS ~15%

TOTAL Recurring REVENUE ~85% $6.6B

By Geography

ROW CORE REVENUE 6% GROWTH NA 7.0% HGM 39% GLOBAL GROWTH DRIVERS 38% • Improving standards of care in HGM W. EU 17% ADJ. EBITDA • Skilled labor shortages & cost pressures >25% MARGIN By OpCo necessitating automated solutions • POC & decentralization of health care Cepheid LBS Beckman Strong brands with a • Penetration of molecular diagnostics Diagnostics All financial metrics reflect FY 2019 results from continuing operations; all pie chart percentages are % of 2019 revenues. broad global presence

20 Revenue By Mix ENVIRONMENTAL & Recurring ~55% APPLIED SOLUTIONS (EAS) Nonrecurring TOTAL ~45% $4.4B REVENUE

By Geography

CORE REVENUE W. EU GROWTH 24% NA 3.5% STRONG GLOBAL GROWTH DRIVERS 43% HGM • Increasing regulatory requirements 30% ROW 3% • Demand for full workflow solutions and ADJ. EBITDA >25% MARGIN process efficiencies By End-Market

• Packaging proliferation & brand consistency Pharma / Other Muni • Quality & sustainability of water resources CPG / Packaging Industrial Strong global brands with Ind. (WQ) All financial metrics reflect FY 2019 results from continuing PID (PID) Env. / WQ operations; all pie chart percentages are % of 2019 revenues. Other market-leading positions

21

Non-GAAP Reconciliations

Core Revenue Growth by Segment

% Change Year Ended December 31, 2019 vs. Comparable 2018 Period Total Company Life Sciences Diagnostics EAS Total sales growth from continuing operations (GAAP) 5.0% 7.5% 5.0% 2.0% Less the impact of: Acquisitions (1.0%) (2.5%) —% (0.5%) Currency exchange rates 2.0% 2.0% 2.0% 2.0% Core revenue growth from continuing operations (Non-GAAP) 6.0% 7.0% 7.0% 3.5%

Free Cash Flow from Continuing Operations Full Year Ended Year-over-Year Year-over-Year December 31, December 31, December Change 2019 vs Change 2018 vs 2019 2018 31, 2017 2018 2017 Cash Flows from Continuing Operations ($ in millions): Operating Cash Flows from Continuing Operations (GAAP) $ 3,657.4 $ 3,644.0 $ 3,122.2

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

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

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

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

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

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

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

Free Cash Flow from Continuing Operations to Net Earnings from Continuing Operations Conversion Ratio (Non-GAAP) 1.25 1.27 1.19 23 We define free cash flow as operating cash flows from continuing operations, less payments for additions to property, plant and equipment from continuing operations (“capital expenditures”) plus the proceeds from sales of plant, property and equipment from continuing operations (“capital disposals”). Non-GAAP Reconciliations

Year-Over-Year Core Operating Margin Changes From Continuing Operations Adjusted EBITDA Margin Year-Ended December 31, 2019 Total The Company defines core operating profit margin changes as all year- Life Sciences Diagnostics EAS Other over-year operating profit margin changes other than the adjustments Danaher reflected below for the respective period. Operating Profit (GAAP) $ 1,401.4 $ 1,134.1 $ 1,051.6 $ (317.7) $ 3,269.4 Total Company Depreciation 130.5 376.0 48.6 9.3 564.4 Amortization 356.6 206.5 62.0 0.0 625.1 Year Ended December 31, 2018 Operating Profit Margins From Contiuing Operations (GAAP) 17.90% Adjusted EBITDA (Non-GAAP) $ 1,888.5 $ 1,716.6 $ 1,162.2 $ (308.4) $ 4,458.9 Interest, net 30.4 Full Year 2019 impact from operating profit margins of businesses that have been owned for less than one year or were disposed of during such Other Income 5.5 period and did not qualify as discontinued operations (0.15) Income Taxes (873.0) Full Year 2019 transaction costs deemed significant and integration preparation costs related to the anticipated acquisition of the GE Depreciation (564.4) Biopharma business (0.50) Amortization (625.1) Acquisition-related transaction costs deemed significant and fair value Net Income Continuing Ops (GAAP) $ 2,432.3 adjustments to inventory, in each case related to the acquisition of IDT and incurred in the second quarter of 2018. 0.10 Net Sales $ 6,951.1 $ 6,561.5 $ 4,398.5 $ 17,911.1

Second quarter 2018 gain on resolution of acquisition-related matters (0.05) Adjusted EBITDA Margin (Non-GAAP) >25% >25% >25% 25%

Year-over-year core operating profit margin changes for full year 2019 Note: Management defines "Adjusted EBITDA" as GAAP operating income excluding (1) depreciation and (2) amortization, (defined as all year-over-year operating profit margin changes other and defines "Adjusted EBITDA Margin" as Adjusted EBITDA divided by sales. than the changes identified in the line items above) (non-GAAP) 1.00 Year Ended December 31, 2019 Operating Profit Margins From Contiuing Operations (GAAP) 18.30%

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

24 Non-GAAP Reconciliations

Adjusted Diluted Net Earnings Per Common Share from Continuing Operations Adjusted Diluted Shares Outstanding Year Ended 2 Year Ended (shares in millions) December 31, 2019 1 December 31, 2019 December 31, 2018 December 31, 2017 Average common stock and common equivalent shares outstanding - diluted 725.5

Diluted Net Earnings Per Common Share from Continuing Operations (GAAP) $ 3.26 $ 3.39 $ 3.08 Converted shares 9.7

A Adjusted average common stock and common equivalent shares outstanding - diluted 735.2 Pretax amortization of acquisition-related intangible assets 0.85 0.87 0.82 Pretax transaction costs deemed significant and integration preparation costs related to the B anticipated GE Biopharma acquisition 0.13 - - The number of converted shares assumes the conversion of all MCPS and issuance of the underlying shares applying the “if-converted” method of accounting and using an average 20 trading-day trailing volume weighted average price Loss on early extinguishment of debt C 0.01 - - (“VWAP”) of $150.10 as of December 31, 2019. D Pretax gain on sale of investments - - (0.10) Pretax restructuring, impairment and other related charges recorded in the second quarter of 2017 E - - 0.11

F Loss on partial settlement of a defined benefit plan 0.01 - Pretax acquisition-related transaction costs deemed significant and fair value adjustments to inventory, in each case related to the acquisition of IDT and incurred in the second quarter G of 2018 - 0.02 - Pretax gain on resolution of acquisition-related matters recognized in the second quarter of H 2018 and the fourth quarter of 2017 - (0.01) (0.02)

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

J,K Discrete tax adjustments and other tax-related adjustments 0.29 (0.05) (0.19)

L Declared dividends on the MCPS assuming “if-converted” method 0.04 - - Effects of rounding - - (0.01) Adjusted Diluted Net Earnings Per Common Share from Continuing Operations (Non- $ 4.42 $ 4.05 $ 3.54 GAAP)

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

25 Non-GAAP Reconciliations

Notes to Reconciliation of GAAP to Non-GAAP Financial Measures

A Amortization of acquisition-related intangible assets in the following historical and forecasted periods ($ in millions) (only the pretax amounts set forth below are reflected in the K Discrete tax adjustments and other tax-related adjustments for the three-month period and year ended December 31, 2017 include: amortization line item above): Year Ended December 31, ($ in millions) 2017 Year Ended Discrete income tax gains, primarily related to expiration December 31, 2019 December 31, 2018 December 31, 2017 of statute of limitations 1 Pretax $ 625.1 $ 615.6 $ 578.8 $ 129 After-tax 504.1 494.5 467.2 Impact of ASU No. 2016-09, Compensation—Stock Compensation 2 B 16 Pretax costs incurred for transaction costs deemed significant and integration preparation costs in the year ended December 31, 2019, ($93 million pretax as reported in this line item, Remeasurement of deferred tax assets and liabilities as a $84 million after-tax), related to the anticipated GE Biopharma acquisition. The Company deems acquisition-related transaction costs incurred in a given period to be significant result of the Tax Cuts and Jobs Act of 2017 3 (generally relating to the Company’s larger acquisitions) if it determines that such costs exceed the range of acquisition-related transaction costs typical for Danaher in a given 1,219 period. Transition tax on deemed repatriation of foreign earnings 4 C Loss on early extinguishment of debt resulting from “make-whole” payments associated with the retirement of the 2020 U.S. Notes and the 2020 Assumed Pall Notes ($7 million pretax as a result of the Tax Cuts and Jobs Act of 2017 as reported in this line item, $5 million after-tax) in the year ended December 31, 2019. (1,218) D Gain on sales of investments in the year ended December 31, 2017 ($73 million pretax as presented in this line item, $46 million after-tax). $ 146

E During the second quarter of 2017, the Company recorded $76 million of pretax restructuring, impairment and other related charges ($51 million after-tax) primarily related to the Represents (1) discrete income tax gains, primarily related to expiration of statute of limitations ($129 million in the year ended December 31, 2017), (2) equity Company’s strategic decision to discontinue certain product development efforts in its Diagnostics segment. As a result, the Company incurred noncash charges for the impairment compensation-related excess tax benefits ($16 million in the year ended December 31, 2017), (3) remeasurement of deferred tax assets and liabilities, net related to of certain technology-related intangibles as well as related inventory and plant, property, and equipment with no further use totaling $49 million. In addition, the Company incurred enactment of the Tax Cuts and Jobs Act ($1.2 billion gain in the year ended December 31, 2017), and (4) transition tax on deemed repatriation of foreign earnings cash restructuring costs primarily related to employee severance and related charges totaling $27 million. This is addressed in more detail in the “Statement Regarding Non-GAAP in connection with enactment of the Tax Cuts and Jobs Act ($1.2 billion provision in the year ended December 31, 2017). Measures.ˮ F Loss on partial settlement of a defined benefit plan resulting from the transfer of a portion of Danaher's non-U.S. pension liabilities to a third party ($7 million pretax as reported in this On January 1, 2017, Danaher adopted the updated accounting guidance required by ASU No. 2016-09, Compensation—Stock Compensation , which requires line item, $6 million after-tax) in the year ended December 31, 2019. income statement recognition of all excess tax benefits and deficiencies related to equity compensation. We exclude from Adjusted Diluted Net EPS any excess tax benefits that exceed the levels we believe are representative of historical experience. In the first quarter of 2017, we anticipated $10 million of equity G Acquisition-related transaction costs deemed significant ($15 million pretax as reported in this line item, $13 million after-tax), and fair value adjustments to inventory ($1 million pretax compensation-related excess tax benefits and realized $26 million of excess tax benefits, and therefore we have excluded $16 million of these benefits in the as presented in this line item, $0.8 million after-tax), in each case related to the acquisition of IDT and incurred in the second quarter of 2018. calculation of Adjusted Diluted Net Earnings per Share. In the subsequent quarters reflected in the table, realized equity compensation-related excess tax benefits approximated the anticipated benefit and no adjustments were required. H Net gains on resolution of acquisition-related matters in the Life Sciences segment ($9 million pretax as presented in this line item, $7 million after-tax) for the second quarter of 2018 L and net gains on resolution of acquisition-related matters in the Life Sciences and Diagnostics segments ($11 million pretax as presented in this line item, $8 million after-tax) for the In March 2019, the Company issued $1.65 billion in aggregate liquidation preference of Danaher's 4.75% MCPS. Dividends on the MCPS are payable on a cumulative basis at an year ended December 31, 2017. annual rate of 4.75% on the liquidation preference of $1,000 per share. Unless earlier converted, each share of MCPS will automatically convert on April 15, 2022 into between 6.6531

I and 8.1500 shares of Danaher’s common stock, subject to further anti-dilution adjustments. The number of shares of Danaher’s common stock issuable on conversion of the MCPS This line item reflects the aggregate tax effect of all nontax adjustments reflected in the preceding line items of the table. In addition, the footnotes above indicate the after-tax amount will be determined based on the VWAP per share of our common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day of each individual adjustment item. Danaher estimates the tax effect of each adjustment item by applying Danaher’s overall estimated effective tax rate to the pretax amount, unless immediately before April 15, 2022. For the purposes of calculating adjusted earnings per share, the Company has excluded the paid and anticipated MCPS cash dividends and the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item assumed the “if-converted” method of share dilution (the incremental shares of common stock deemed outstanding applying the “if-converted” method of calculating share dilution is estimated by applying such specific tax rate or tax treatment. The MCPS dividends are not tax deductible and therefore the tax effect of the adjustments does not include any tax are referred to as the “Converted Shares.”) The Company believes that using the “if-converted” method provides additional insight to investors on the anticipated impact of the impact of the MCPS dividends. MCPS once they are converted into common stock no later than April 15, 2022. J Discrete tax adjustments and other tax-related adjustments for the year ended December 31, 2019, include the impact of net discrete tax gains of $12 million (or $0.02 per diluted share) and discrete tax charges of $215 million (or $0.29 per diluted share), respectively. Discrete tax adjustments and other tax-related adjustments for the year ended December 31, 2018, include the impact of net discrete tax gains of $39 million (or $0.05 per diluted share). The discrete tax matters relate primarily to changes in estimates associated with prior period uncertain tax positions and audit settlements, net of the release of valuation allowances associated with certain foreign tax credits and tax benefits resulting from a change in law. The Company anticipates excess tax benefits from stock compensation of approximately $7 million per quarter and therefore excludes benefits in excess of this amount in the calculation of Adjusted Diluted Net Earnings Per Common Share from Continuing Operations.

26 Non-GAAP Reconciliations

Statement Regarding Non-GAAP Measures

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

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

• with respect to core revenue from continuing operations, identify underlying growth trends in our business and compare our revenue performance with prior and future periods and to our peers. Management uses these non-GAAP measures to measure the Company’s operating and financial performance, and uses core revenue and non-GAAP measures similar to Adjusted Diluted Net Earnings Per Common Share from Continuing Operations in the Company’s executive compensation program.

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

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

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

o Danaher’s Mandatory Convertible Preferred Stock (“MCPS”) will mandatorily convert into Danaher common stock on the mandatory conversion date, which is expected to be April 15, 2022 (unless converted or redeemed earlier in accordance with the terms of the applicable certificate of designations). On the prior pages, we present the earnings per share-related measures on a basis which assumes the MCPS had already been converted as of the beginning of the applicable period (and accordingly also exclude the dividends that were actually paid on the MCPS during such period, since such dividends would no longer be paid once the MCPS convert). We believe this presentation provides useful information to investors by helping them understand what the net impact will be on Danaher’s earnings per share-related measures once the MCPS convert into Danaher common stock. • With respect to core revenue from continuing operations, (1) we exclude the impact of currency translation because it is not under management’s control, is subject to volatility and can obscure underlying business trends, and (2) we exclude the effect of acquisitions and divested product lines because the timing, size, number and 27 nature of such transactions can vary significantly from period-to-period and between us and our peers, which we believe may obscure underlying business trends and make comparisons of long-term performance difficult.