SEC Form 11-K filed by Danaher Corporation

6/7/24 4:35:27 PM ET

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11-K 1 dhr-20231231xdsp11xk.htm 11-K Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR

PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


ý			ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023


¨			TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-08089


A.			Full title of the plan and the address of the plan, if different from that of the issuer named below:

Danaher Corporation & Subsidiaries Savings Plan


B.			Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Danaher Corporation

2200 Pennsylvania Avenue, N.W., Suite 800W

Washington, D.C. 20037-1701

202-828-0850

DANAHER CORPORATION & SUBSIDIARIES SAVINGS PLAN

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 AND 2022

AND FOR THE YEAR ENDED DECEMBER 31, 2023,

SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2023 AND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

DANAHER CORPORATION & SUBSIDIARIES SAVINGS PLAN

INDEX

FORM 11-K


			Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1

FINANCIAL STATEMENTS

Statements of Net Assets Available for Benefits as of December 31, 202 3 and 202 2			2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 202 3			3
Notes to Financial Statements as of December 31, 202 3 and 202 2 and for the Year Ended December 31, 202 3			4

SUPPLEMENTAL SCHEDULES

Form 5500, Schedule H, Line 4a – Schedule of Delinquent Participant Contributions for the Year Ended December 31, 20 23			10
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 20 23			11

Report of Independent Registered Public Accounting Firm

To the Plan Participants and the Plan Administrator of Danaher Corporation & Subsidiaries Savings Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Danaher Corporation & Subsidiaries Savings Plan (the Plan) as of December 31, 2023 and 2022, and the related statement of changes in net assets available for benefits for the year ended December 31, 2023 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2023 and 2022, and the changes in its net assets available for benefits for the year ended December 31, 2023 in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Schedules Required by ERISA

The accompanying supplemental schedules of delinquent participant contributions for the year ended December 31, 2023 and assets (held at end of year) as of December 31, 2023 (referred to as the supplemental schedules), have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedules is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Ernst & Young LLP

We have served as the Plan’s auditor since 2003.

Tysons, Virginia

June 7, 2024

DANAHER CORPORATION & SUBSIDIARIES SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2023 AND 2022

($ in millions)


	2023		2022
ASSETS
Investments, at fair value	$	5,750.4	$	5,802.7

Receivables:
Employer contributions	15.3		19.6

Notes receivable from participants	45.0		49.5

Total receivables	60.3		69.1
Total assets	5,810.7		5,871.8
LIABILITIES
Administrative expenses payable	0.1		—
Total liabilities	0.1		—


NET ASSETS AVAILABLE FOR BENEFITS	$	5,810.6	$	5,871.8

See the accompanying Notes to the Financial Statements.

DANAHER CORPORATION & SUBSIDIARIES SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2023

($ in millions)


ADDITIONS
Contributions:
Participant	$	299.9
Rollovers	43.7
Employer	199.9
Total contributions	543.5

Net appreciation in the fair value of investments	883.1
Interest and dividend income	16.9
Total investment income	900.0
Interest income on notes receivable from participants	3.1
Total additions	1,446.6
DEDUCTIONS

Benefit payments	592.5
Administrative expenses	3.1
Total deductions	595.6
NET INCREASE PRIOR TO PLAN TRANSFERS	851.0
NET TRANSFERS OUT OF PLAN	(912.2)
NET DECREASE IN ASSETS AVAILABLE FOR BENEFITS	(61.2)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year	5,871.8
End of year	$	5,810.6

See the accompanying Notes to the Financial Statements.

DANAHER CORPORATION & SUBSIDIARIES SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2023 AND 2022 AND FOR THE YEAR ENDED DECEMBER 31, 2023

NOTE 1. DESCRIPTION OF THE PLAN

General

The Danaher Corporation & Subsidiaries Savings Plan (the "Plan") is a defined contribution plan established for eligible full-time and part-time U.S.-based employees, or employees outside of the U.S. as expatriates paid through U.S. payroll, of Danaher Corporation and its subsidiaries (the "Company"), effective November 30, 2002. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Danaher Corporation is the plan sponsor (the "Plan Sponsor"). Prior to November 30, 2002, these employees participated in the Danaher Corporation & Subsidiaries Retirement and Savings Plan. Plan participants should refer to the formal legal documents of the Plan and the Summary Plan Description for a more complete description of the Plan’s provisions and a full explanation of all limitations, adjustments and special cases in the Plan. Significant provisions related to contributions, benefit payments, and investments are provided below. The Plan is administered through the trustee, Fidelity Management Trust Company ("Fidelity" or the "Plan Administrator").

Effective January 1, 2015, the Plan was amended to include a Roth 401(k) feature, automatic enrollment of new hires, rehires and those otherwise newly eligible (e.g. through acquisitions), automatic annual re-enrollment and annual auto-increase of deferral rates. The first annual cycle of automatic re-enrollment and auto-increase occurred in 2016. In addition, the Plan has been amended such that employees are eligible for employer safe harbor contributions immediately upon participation in the Plan.

Effective January 1, 2022, the Plan was amended to allow for employees not covered by collective bargaining agreements to elect to convert certain portions of their pre-tax, vested account balances to a Roth account in the Plan. This election results in the converted amounts being immediately taxed, but those amounts, and future earnings, are not taxed when made to participants as a qualifying distribution in retirement. Also effective in 2022, the Company amended the Plan to make an employer safe harbor match contribution true-up following the end of the year that considers the total eligible pay and salary deferrals for the entire plan year to determine if an additional match is due to employees not covered by collective bargaining agreements. This change removes the requirement that employees not covered by collective bargaining agreements defer at least 5% of eligible pay each pay period during the plan year to maximize the Company's matching contributions.

Environmental & Applied Solutions Separation

On September 30, 2023, the Company completed the separation of Veralto Corporation, its former Environmental & Applied Solutions business (“Veralto” or "Veralto Separation"). Prior to the Veralto Separation, the Company created a new savings plan, the Veralto Corporation and Subsidiaries Savings Plan (the "Veralto Plan"), and transferred approximately $933.1 million, which was the total amount of the balances and the related assets of the Plan participants who are now employees of Veralto after the Veralto Separation, to the Veralto Plan. This $933.1 million of net assets transferred includes $9.4 million of outstanding loan balances.

Plan Merger

On January 26, 2023, the Aldevron Retirement Savings Plan related to the employees of Aldevron, L.L.C. transferred assets of $20.3 million into the Plan. This asset transfer occurred subsequent to and as a result of Danaher Corporation’s acquisition of Aldevron, L.L.C..

Contributions

Eligible participants may contribute up to 75% of their compensation (traditional pre-tax and Roth after-tax combined), up to IRS and Plan limits. Employee contributions and the earnings or losses thereon are fully vested at all times. Employees whose employment is governed by the terms of a collective bargaining agreement may participate in the Plan to the extent authorized by the terms of the collective bargaining agreement.

The Company immediately matches 100% of each dollar contributed by participants (traditional pre-tax, Roth after-tax or a combination) on the first 3% of eligible pay plus 50% of each dollar contributed on the next 2% of eligible pay for employees not covered by collective bargaining agreements. These matching contributions are considered "safe harbor" matching contributions. Participants are fully vested in the value of the "safe harbor" matching contributions.

In addition to the Company's matching contributions, after certain participants complete one year of continuous service, the Company may make additional retirement contributions on behalf of the participants. This discretionary Company retirement contribution may equal up to 2% of eligible participants' eligible pay and is contributed each payroll period to the Plan. In addition, for participants that are active on the last day of the Plan year and have annual earnings that exceed the Social Security wage base for the Plan year, an additional retirement contribution of up to 2% of annual eligible earnings above the Social Security wage base and below the maximum eligible wages as determined by the IRS each year may be contributed by the Company to participants' accounts subsequent to the Plan year end. The Company's discretionary retirement contributions are determined at the discretion of the Plan Sponsor. With respect to all discretionary retirement contributions, participants generally become fully vested on the earlier of the date of completion of three years of service, retirement at or after age 65, or complete disability or death.

Approximately 1% of plan participants are covered by collective bargaining agreements. Employees covered by collective bargaining agreements are eligible for Company contributions, per the terms of the applicable collective bargaining agreement. For more details on specific union groups, refer to the formal legal documents of the Plan.

The Company’s unilateral and matching contributions for plan participants covered by collective bargaining agreements are determined at the discretion of the Plan Sponsor unless otherwise required by the terms of the collective bargaining agreement applicable to each participant. Generally, participants become fully vested with respect to the employer contributions upon completion of three years of service, attainment of age 65, death, complete disability or as required pursuant to the terms of the applicable collective bargaining agreement.

Benefit Payments

Participants who attain normal retirement age shall be entitled to payment of the balance in their account. Participants who remain employed after attainment of normal retirement age shall continue to participate under the same terms and conditions as applied prior to reaching normal retirement age. Participants are required to begin receiving distributions no later than the April 1 following the later of the year in which they retire from the Company or the year in which the participant turns age 73.

The beneficiary or beneficiaries of deceased participants shall be entitled to payment of the participants' account balance within a reasonable period of time after the participants' death.

Upon total and permanent disability, participants shall be entitled to payment of the balance in their account within a reasonable period of time after termination of employment.

Upon participants' termination of employment for reasons other than as specified above, participants are entitled to payment of their vested account balance. If the vested value of the participants' account is $1,000 (applied separately to Roth and non-Roth balances) or less, payment will automatically be made in a single lump sum. If the vested value of the participants' Roth balances or non-Roth balances is greater than $1,000 and does not exceed $5,000, the Plan Administrator will automatically roll over the Roth balances or non-Roth balances to a separate Fidelity IRA. If the vested value of the participants' account is more than $5,000, the participant must contact the Plan Administrator to request a distribution.

Eligible participants may request a withdrawal of all or a portion of their vested account while still working for the Company in accordance with procedures established by the Plan Administrator, subject to certain limitations and tax penalties. Different withdrawal rules apply to different Plan accounts.

Notes Receivable from Participants

Participants may receive a loan from the Plan in accordance with the policy established by the Plan Sponsor. Any such loan or loans shall not exceed the lesser of 50% of the participants' vested account balance or $50,000 reduced by the participants' highest outstanding loan balance from the Plan during the one-year period ending on the day before the loan is made. The Plan Administrator shall establish the maximum maturity period that will be permitted to prevent the loan from being treated as a distribution. Plan provisions require that all loans must be paid back within 60 months. The Plan Administrator may require loan payments to be made through payroll deductions.

Participant Accounts

Each participant account is credited with the participant’s contributions, employer safe harbor contributions, employer retirement contributions and an allocation of Plan earnings or losses, and is charged quarterly with administrative expense and recordkeeping fees. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Administrative Expenses

The Plan’s administrative expenses are paid by either the Plan or the Plan Sponsor, as provided by the Plan’s provisions. Administrative expenses paid by the Plan include recordkeeping and trustee fees. Expenses relating to purchases, sales or transfers of the Plan’s investments are charged to the particular investment fund to which the expenses relate. All other administrative expenses of the Plan are paid by the Plan Sponsor.

A revenue credit program became effective July 1, 2013. When recordkeeping revenue earned in connection with plan services exceeds agreed-upon compensation, the Plan Sponsor can deposit excess revenue, regardless of source, in an unallocated account. The excess revenue credit is reimbursed to participants invested in the single fund providing revenue credit. The calculated revenue credit is funded quarterly in arrears by the Plan Administrator.

Unallocated Accounts

As of December 31, 2023 and 2022, unallocated non-vested accounts, including forfeited amounts, totaled $1.4 million and $0.2 million, respectively, and forfeitures used to reduce Company contributions for 2023 were $3.6 million.

Termination of the Plan

Although the Company, as the Plan Sponsor, has not expressed an intention to do so, the Plan may be terminated at any time. In the event of termination of the Plan, the account balances of participants as of the date of termination shall immediately become nonforfeitable.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP").

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities and changes therein, and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Risks and Uncertainties

Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

Notes Receivable from Participants

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2023 or 2022. If participants cease to make loan repayments and have reached a distributable event, the loan balance is reduced and a benefit payment is recorded.

Investments

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Refer to Note 3 for discussion of fair value measurements.

Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. The income of each fund is reinvested in that fund.

Payment of Benefits

Benefits are recorded when paid.

NOTE 3. FAIR VALUE MEASUREMENTS

Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the 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 Plan'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.

The fair values of the Plan's investments as of December 31, 2023 and 2022, by asset category were as follows ($ in millions):


	Quoted Prices in Active Market (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
	2023		2022		2023		2022		2023		2022		2023		2022
Cash and equivalents	$	19.0	$	28.4	$	—	$	—	$	—	$	—	$	19.0	$	28.4
Common stock	1,390.2		1,559.1		—		—		—		—		1,390.2		1,559.1
Mutual funds	156.0		137.0		—		—		—		—		156.0		137.0
Bonds	—		—		25.8		24.6		—		—		25.8		24.6
U.S. government issued securities	—		—		10.0		9.8		—		—		10.0		9.8
Common/collective trusts	—		—		3,904.4		3,826.1		—		—		3,904.4		3,826.1
Self-directed brokerage account	245.0		217.7		—		—		—		—		245.0		217.7
Total investments, at fair value	$	1,810.2	$	1,942.2	$	3,940.2	$	3,860.5	$	—	$	—	5,750.4		5,802.7

Following is a description of the valuation techniques and inputs used for each major class of assets measured at fair value. There have been no changes in the methodologies used as of December 31, 2023 and 2022.

Common stock and mutual funds are valued at the quoted closing price reported on the active market on which the individual securities are traded.

Bonds and U.S. government issued securities that are not traded on an active market are valued at quoted prices reported by investment brokers and dealers based on the underlying terms of the security and comparison to similar securities traded on an active market.

The common/collective trusts are valued based on the Plan’s interest, represented by investment units, in the underlying investments held within the trust that are traded in an active market by the trustee. The unit value is not quoted in active public markets.

The self-directed brokerage consists of common stock, mutual funds, bonds and other investments, which are valued at the last reported sales price on the last business day of the year, and uninvested cash, which is recorded at carrying value as maturities are less than three months.

The methods described above may produce a fair value estimate that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes the valuation methods are appropriate and consistent with the methods used by other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

NOTE 4. TAX STATUS OF THE PLAN

The Plan received a determination letter from the IRS dated April 6, 2023, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code"). The Plan has been further amended subsequent to the amendments covered in this determination letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Sponsor believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and tax-exempt. If an operational

issue is discovered, the Plan Sponsor has indicated that it will take any necessary steps to bring the Plan’s operations into compliance with the Code.

Accounting standards require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Sponsor has analyzed the tax positions taken by the Plan, and has concluded that there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits of the Plan for any tax periods in progress.

NOTE 5. RELATED PARTY TRANSACTIONS AND PARTIES IN INTEREST TRANSACTIONS

Certain investments are held in shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these qualify as party in interest transactions.

Additionally, as of December 31, 2023 and 2022, the Plan invested in 2.1 million and 3.0 million shares, respectively, of Danaher Corporation common stock as part of the Danaher Corporation Stock Fund ("Danaher Common Stock"). During the year ended December 31, 2023, the Plan received $3.0 million of cash dividends on shares of Danaher Common Stock.

NOTE 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

Notes receivable from participants in the accompanying financial statements include all loans in the plan as of the end of the year. The participant loans in the Form 5500 only include loans that are active or deemed loans with post-default payments remitted during the year. The difference between these two amounts represents a reconciling item.

The following is a reconciliation of net assets available for benefits per the financial statements as of December 31 to the Form 5500 ($ in millions):


	2023		2022
Net assets available for benefits per the financial statements	$	5,810.6	$	5,871.8
Loans with no post-default payment activity that are deemed distributions	(1.8)		(1.7)

Net assets available for benefits per the Form 5500	$	5,808.8	$	5,870.1

The following is a reconciliation of the net increase prior to plan transfers per the financial statements to net income per the Form 5500 for the year ended December 31, 2023 ($ in millions):


Net increase in assets available for benefits prior to plan transfers per the financial statements	$	851.0


Loan defaults previously deemed distributed that reached a distributable event	0.1

Interest payments on loans deemed distributed that have had no post-default payment activity	(0.1)
Deemed distributions	(0.1)
Net income per the Form 5500	$	850.9

SUPPLEMENTAL SCHEDULES

DANAHER CORPORATION & SUBSIDIARIES SAVINGS PLAN

EIN: 59-1995548, PLAN NO. 004

FORM 5500, SCHEDULE H, LINE 4a —

SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS

FOR THE YEAR ENDED DECEMBER 31, 2023


		Total that Constitute Nonexempt Prohibited Transactions
Participant Contributions Transferred Late to Plan Check Here if Late Participant Loan Repayments are Included: a		Contributions Not Corrected	Contributions Corrected Outside VFCP		Contributions Pending Correction in VFCP	Total Fully Corrected Under VFCP and PTE 2002-51
$	2,925.20	—	$	2,925.20	—	—

DANAHER CORPORATION & SUBSIDIARIES PENSION PLAN

EIN: 59-1995548, PLAN NO. 004

FORM 5500, SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2023

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Cash Equivalents

Fidelity® Investments Money Market Government Portfolio - Institutional Class

4,955,470

units

4,955,470

Brown Brothers Harriman U.S. Government Money Market Fund

12,409,802

units

12,409,802

PIMCO Private Account Portfolio Series Short-Term Floating NAV Portfolio II

352,337

units

1,655,691

19,020,963

Common/Collective Trusts

Fidelity Managed Income Portfolio II Class 3 (at FMV)

311,192,418

units

311,192,418

American Beacon Small Cap Value Institutional Class

5,402,614

units

108,352,116

Select Leaders Series 2 Portfolio

12,605,138

units

142,816,208

GQG International Equity

5,381,956

units

81,159,898

BlackRock Equity Index Non-Lendable Fund

7,592,638

units

648,960,385

BlackRock MSCI ACW Ex-US IM Non-Lendable Fund

3,694,136

units

71,991,335

BlackRock Russell 2500 Index Non-Lendable Fund

2,966,306

units

92,752,672

BlackRock US Debt Index Non-Lendable Fund

8,255,898

units

124,408,687

LifePath® Index 2025 Non-Lendable Fund F

9,059,879

units

289,009,250

LifePath® Index 2030 Non-Lendable Fund F

9,590,201

units

342,047,023

LifePath® Index 2035 Non-Lendable Fund F

8,900,675

units

353,280,671

LifePath® Index 2040 Non-Lendable Fund F

7,185,524

units

313,089,475

LifePath® Index 2045 Non-Lendable Fund F

6,069,196

units

286,398,581

LifePath® Index 2050 Non-Lendable Fund F

4,745,486

units

236,652,219

LifePath® Index 2055 Non-Lendable Fund F

4,725,769

units

171,322,887

LifePath® Index 2060 Non-Lendable Fund F

4,124,636

units

85,282,831

LifePath® Index 2065 Non-Lendable Fund F

1,785,501

units

26,405,607

LifePath® Index Retirement Non-Lendable Fund F

8,842,293

units

219,254,563

3,904,376,826

Registered Investment Companies (Mutual Funds)

Dodge & Cox International Stock Fund

1,644,658

80,851,375

PIMCO All Asset Fund Institutional Class

914,284

10,066,269

PIMCO Inflation Response Multi-Asset Fund Institutional

1,265,887

10,152,411

DoubleLine Floating Rate Fund Institutional

226,176

units

2,042,371

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

DoubleLine Global Fund Institutional

89,934

units

774,332

DoubleLine Infrastructure Income Fund Institutional

240,112

units

2,223,433

DoubleLine Selective Credit Fund Institutional

724,986

units

5,335,894

PIMCO Private Account Portfolio Series U.S. Government and Short-Term Inv

1,439,513

units

9,342,441

PIMCO Private Account Portfolio Series Mortgage and Short-Term Investments

851,958

units

6,934,936

PIMCO Private Account Portfolio Series Municipal Sector

96,156

units

594,247

PIMCO Private Account Portfolio Series Real Return Bond

154,982

units

1,855,129

PIMCO Private Account Portfolio Series Emerging Markets Bond and Short-Term

240,880

units

2,134,196

PIMCO Private Account Portfolio Series International

502,977

units

3,103,368

PIMCO Private Account Portfolio Series High Yield & Short-Term Investments

75,844

units

536,215

PIMCO Private Account Portfolio Series Investment Grade Credit Bond

1,390,611

units

12,306,909

PIMCO Private Account Portfolio Series Asset-Backed Securities and Short-Term

670,716

units

7,713,230

155,966,756

Common Stock

Aaon Inc

42,689

3,153,806

Advanced Micro Devices

30,716

4,527,846

Adyen Bv

1,149

1,480,705

Agilysys Inc

16,233

1,376,798

Air Prods & Chems Inc

12,326

3,374,859

Alarm Holdings Inc

33,390

2,157,468

Align Technology Inc

1,531

419,494

Allegiant Travel Co

6,499

536,882

Alphabet Inc Cl A

66,882

9,342,747

Alphabet Inc Cl C

299,617

42,225,024

Altria Group Inc

48,497

1,956,167

Amazon.Com Inc

345,484

52,492,839

Ant Group Buyback Balance Prom Note Pp

449,137

439,795

Apple Inc

30,494

5,871,202

Apple Inc

338,273

65,127,701

ASML Holding NV NY

9,917

7,506,376

Astrazeneca Plc-Spons Adr

23,084

1,554,707

Atlassian Corp-Cl A

10,394

2,472,317

Axos Financial Inc

18,889

1,031,449

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Azenta Inc

13,236

862,193

Balchem Corp

19,396

2,885,304

Barnes Group Inc

17,143

559,441

Berkshire Hathaway Inc De

11,784

4,202,881

Bill Holdings Inc

17,166

1,400,574

Biolife Solutions Inc New

21,528

349,846

Bio-Techne Corp

26,355

2,033,397

Blackbaud Inc

27,573

2,390,579

Blackline Inc

22,074

1,378,425

Blackrock Inc

5,255

4,266,009

Booking Holdings Inc

1,715

6,083,482

Bright Horizons Fam Sol In Del

15,309

1,442,814

Carvana Co

32,990

1,746,491

Carvana Co 144A 20230901 12% 20281201

328,216

295,394

Carvana Co 144A 20230901 13% 20300601

492,755

435,267

Carvana Co 144A 20230901 14% 20310601

583,209

525,860

Casella Waste Systems Inc Cl A

25,341

2,165,642

Certara Inc

97,734

1,718,912

Chevron Corp New

19,726

2,942,330

Chipotle Mexican Grill Inc

2,650

6,060,444

Chubb Ltd

29,149

6,587,674

Cincinnati Finl Corp

18,674

1,932,012

Cintas Corp

2,162

1,302,951

Cisco Sys Inc

54,709

2,763,747

Colgate-Palmolive Co

19,900

1,586,229

Comcast Corp New

47,841

2,097,916

Confluent Inc-Class A

31,441

735,719

Constellation Energy

28,261

3,303,428

Construction Partners Inc Cl A

81,682

3,555,062

Crowdstrike Holdings Inc - A

5,470

1,396,600

Crown Castle Inc

21,626

2,491,099

Danaher Corporation

2,130,211

492,803,013

Databricks Ser G Cvt Pfd Stck Pp 19700101 0% 20240102

4,545

334,058

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Datadog Inc - Class A

11,252

1,365,768

Descartes Systems Group Inc

37,403

3,144,348

Diageo Plc

17,682

2,575,560

Digi International Inc

36,641

952,796

Dollar General Corp

30,655

4,167,547

Dominion Energy Inc

43,247

2,032,609

Donaldson Inc

18,780

1,227,404

Doordash Inc - A

16,435

1,625,257

Dorman Prods Inc

15,299

1,276,173

Doubleverify Holdings Inc

49,324

1,814,100

Elevance Health Inc

5,888

2,776,545

Eli Lilly & Co

32,535

18,965,302

Envestnet Inc

28,099

1,391,462

Eplus Inc

40,172

3,207,492

Esco Technologies Inc

22,621

2,647,453

Exlservice Holdings Inc

107,139

3,304,282

Exponent Inc

39,476

3,475,467

Fair Isaac Corp

2,485

2,892,565

Fastenal Co

47,750

3,093,091

Fidelity Natl Information

47,369

2,845,576

Fiserv Inc

10,682

1,418,997

Fortinet Inc

8,454

494,813

Fox Factory Holding Corp

29,360

1,981,145

General Electric Co

26,679

3,405,041

Globus Med Inc Cl A

36,936

1,968,479

Goldman Sachs Group Inc

4,653

1,794,988

Grocery Outlet Holding Corp

36,300

978,675

Healthequity Inc

21,144

1,401,847

Humana Inc

8,368

3,830,954

I3 Verticals Inc Cl A

48,252

1,021,474

Intuit Inc

12,346

7,716,620

Intuitive Surgical Inc

28,555

9,633,315

J & J Snack Foods Corp

13,295

2,222,126

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Johnson & Johnson

23,423

3,671,321

Kinsale Cap Group Inc

10,716

3,588,896

Lam Research Corp

1,350

1,057,401

Lemaitre Vascular Inc

23,359

1,325,687

Linde Plc

7,494

3,077,861

Lowes Cos Inc

17,460

3,885,723

Lululemon Athletica Inc

6,647

3,398,545

Marsh & Mclennan Cos

21,027

3,983,986

Marten Transport Ltd

86,098

1,806,861

Mastercard Inc - A

39,469

16,833,923

Merck & Co Inc

32,374

3,529,632

Mesa Laboratories Inc

5,090

533,279

Meta Platforms Inc-Class A

102,634

36,328,331

Microsoft Corp

11,529

4,335,365

Microsoft Corp

240,364

90,386,479

Mondelez International Inc

24,638

1,784,530

Mongodb Inc

8,986

3,673,926

Monolithic Power Systems Inc

6,070

3,828,835

Morgan Stanley

33,511

3,124,901

MSCI Inc

1,224

692,356

Neogen Corp

55,862

1,123,365

Nestle S A

18,197

2,104,119

Netflix Inc

19,652

9,568,166

Nike Inc -Cl B

17,215

1,869,033

Nintendo Ltd

171,678

2,230,058

Norfolk Southn Corp

17,432

4,120,576

Northrop Grumman Corp

6,344

2,969,880

Novanta Inc

19,985

3,365,674

NV5 Global Inc

11,678

1,297,659

Nvidia Corp

81,454

40,337,650

Old Dominion Freight Line

6,250

2,533,313

Ollies Bargain Outlet Holdings In

26,313

1,996,894

Omnicell

25,617

964,043

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Onto Innovation Inc

29,796

4,555,808

Palomar Holdings Inc

9,029

501,109

Paychex Inc

24,187

2,881,033

Perficient Inc

24,926

1,640,498

Philip Morris Intl Inc

40,960

3,853,705

Procter & Gamble Co/The

10,300

1,509,362

Progressive Corp

19,805

3,154,540

RBC Bearings Inc

14,893

4,242,867

Roper Technologies Inc

8,790

4,792,044

Ross Stores Inc

29,692

4,109,076

S&P Global Inc

8,021

3,533,411

Schlumberger Ltd

40,874

2,127,083

Schwab (Charles) Corp

35,728

2,458,086

Schwab Charles Corp

52,307

3,598,928

Sea Ltd Adr

27,780

1,125,090

Servicenow Inc

22,111

15,621,200

Sherwin-Williams Co/The

9,608

2,996,735

Shopify Inc - Class A

54,386

4,236,669

Siteone Landscape Supply Inc

14,526

2,360,475

Snowflake Inc

7,292

1,451,108

SPS Commerce Inc

11,847

2,296,422

SPX Technologies Inc

12,094

1,221,716

Staar Surgical Co

24,527

765,488

Starbucks Corp

34,830

3,344,220

Stryker Corp

12,054

3,609,691

Synopsys Inc

15,222

7,837,960

Taiwan Semiconductor-Sp Adr

20,563

2,138,552

TE Connectivity Ltd

7,620

1,070,610

Teleflex Inc

3,390

845,263

Tesla Inc

64,542

16,037,396

Texas Instrs Inc

24,674

4,206,101

Texas Instruments Inc

8,274

1,410,386

Texas Roadhouse Inc

24,794

3,030,693

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Thermo Fisher Scientific Inc

14,365

7,624,798

TJX Companies Inc

31,218

2,928,561

T-Mobile Us Inc

40,699

6,525,271

Transdigm Group Inc

1,637

1,655,989

Trex Co Inc

33,600

2,782,075

Tyler Technologies Inc

3,641

1,522,375

UFP Technologies Inc

2,123

365,241

United Parcel Service Inc

18,915

2,974,005

Unitedhealth Group Inc

39,610

20,853,477

Veeva Systems Inc Cl A

7,430

1,430,424

Veralto Corporation

670,034

55,116,997

Vericel Corp

13,048

464,568

Verizon Communications In

46,553

1,755,124

Visa Inc-Class A Shares

80,270

20,898,295

WD 40 Co

5,656

1,352,180

Zoetis Inc

19,068

3,763,451

1,390,236,670

Bonds

AbbVie Inc

4.70%

5/14/2045

148,608

ACHV ABS TRUST 2023‐3PL

7.17%

8/19/2030

250,842

AdaptHealth LLC

5.13%

3/1/2030

15,969

Advanced Drainage Systems Inc

6.38%

6/15/2030

57,064

AEP Transmission Co LLC

5.40%

3/15/2053

31,709

Aethon United BR LP / Aethon United Finance Corp

8.25%

2/15/2026

15,558

Air Lease Corp

1.88%

8/15/2026

64,921

Alexandria Real Estate Equities Inc

3.00%

5/18/2051

79,613

Alliant Holdings Intermediate LLC / Alliant Holdings Co‐Issuer

6.75%

10/15/2027

25,294

Allied Universal Holdco LLC / Allied Universal Finance Corp

6.63%

7/15/2026

30,787

Allied Universal Holdco LLC / Allied Universal Finance Corp

9.75%

7/15/2027

20,520

American Airlines Inc

8.50%

5/15/2029

26,575

American Airlines Inc/AAdvantage Loyalty IP Ltd

5.75%

4/20/2029

49,362

American Express Co

5.85%

11/5/2027

73,664

American Tower Corp

5.55%

7/15/2033

74,806

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Amgen Inc

5.25%

3/2/2030

36,604

AmWINS Group Inc

4.88%

6/30/2029

18,781

Antero Midstream Partners LP / Antero Midstream Finance Corp

5.75%

3/1/2027

18,217

Arivo Acceptance Auto Loan Receivables Trust 2021‐1

2.02%

2/16/2027

287,375

AT&T Inc

3.50%

9/15/2053

76,631

AthenaHealth Group Inc

6.50%

2/15/2030

18,661

Athene Global Funding

5.92%

8/19/2024

70,222

Athene Holding Ltd

5.88%

1/15/2034

76,003

Avolon Holdings Funding Ltd

3.25%

2/15/2027

126,620

BANK 2017‐BNK6

0.77%

7/1/2060

59,914

BANK 2019‐BNK20

0.81%

9/1/2062

81,694

BANK 2022‐BNK39

3.18%

2/1/2055

82,868

Bank of America Corp

2.48%

9/21/2036

119,918

Bank of Montreal

3.80%

12/15/2032

73,809

Bank of Nova Scotia/The

3.45%

4/11/2025

143,090

Barings CLO Ltd 2017‐I

9.26%

7/18/2029

510,639

Bausch & Lomb Escrow Corp

8.38%

10/1/2028

48,492

Bausch Health Cos Inc

6.13%

2/1/2027

14,032

BBCMS Mortgage Trust 2021‐C12

2.69%

11/1/2054

85,362

BBCMS Mortgage Trust 2021‐C9

2.30%

2/1/2054

84,191

BBCMS Mortgage Trust 2022‐C16

4.60%

6/1/2055

97,769

BC Ltd

9.00%

1/30/2028

3,041

BCPE Empire Holdings Inc

7.63%

5/1/2027

39,120

Becton Dickinson & Co

4.69%

2/13/2028

66,484

Benchmark 2020‐B19 Mortgage Trust

1.69%

9/1/2053

91,769

Benchmark 2020‐B19 Mortgage Trust

2.15%

9/1/2053

75,072

Benchmark 2021‐B31 Mortgage Trust

2.67%

12/1/2054

84,532

Benchmark 2022‐B32 Mortgage Trust

3.41%

1/1/2055

80,095

BHP Billiton Finance USA Ltd

5.25%

9/8/2030

73,715

Boeing Co/The

2.95%

2/1/2030

73,115

Bombardier Inc

7.88%

4/15/2027

40,710

Bombardier Inc

8.75%

11/15/2030

26,916

BP Capital Markets America Inc

4.89%

9/11/2033

77,467

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Broadcom Inc

3.50%

2/15/2041

153,289

Builders FirstSource Inc

6.38%

6/15/2032

35,877

Caesars Entertainment Inc

4.63%

10/15/2029

18,260

Callon Petroleum Co

7.50%

6/15/2030

35,452

Carnival Corp

5.75%

3/1/2027

64,698

Carrier Global Corp

6.20%

3/15/2054

5,813

CCO Holdings LLC / CCO Holdings Capital Corp

4.25%

1/15/2034

16,671

CCO Holdings LLC / CCO Holdings Capital Corp

4.75%

2/1/2032

36,116

Centene Corp

2.50%

3/1/2031

75,857

Central Parent LLC / CDK Global II LLC / CDK Financing Co Inc

8.00%

6/15/2029

26,202

Charter Communications Operating LLC / Charter Communications Operating Capital

4.91%

7/23/2025

146,827

Cheniere Energy Inc

4.63%

10/15/2028

73,994

Chesapeake Energy Corp

5.88%

2/1/2029

30,166

CHS/Community Health Systems Inc

6.00%

1/15/2029

23,223

Citigroup Commercial Mortgage Trust 2020‐555

3.50%

12/1/2041

76,162

Citigroup Commercial Mortgage Trust 2022‐GC48

4.58%

5/1/2054

98,052

Citigroup Inc

3.06%

1/25/2033

112,680

Civitas Resources Inc

8.38%

7/1/2028

38,064

Clarivate Science Holdings Corp

4.88%

7/1/2029

24,097

CNX Resources Corp

6.00%

1/15/2029

34,562

Comcast Corp

3.40%

4/1/2030

75,590

COMM 2014‐LC17 Mortgage Trust

4.19%

10/1/2047

146,422

COMM 2015‐LC21 Mortgage Trust

0.63%

7/1/2048

23,795

CommScope Inc

4.75%

9/1/2029

13,764

Constellation Brands Inc

3.15%

8/1/2029

75,463

Coty Inc/HFC Prestige Products Inc/HFC Prestige International US LLC

6.63%

7/15/2030

58,105

Crown Castle Inc

3.65%

9/1/2027

72,282

CSAIL 2017‐CX9 Commercial Mortgage Trust

0.61%

9/1/2050

32,848

CSMC 2021‐B33

3.64%

10/1/2043

80,289

CSX Corp

3.80%

11/1/2046

79,670

CVS Health Corp

5.13%

2/21/2030

20,692

CVS Health Corp

5.30%

6/1/2033

72,174

Diamond Infrastructure Funding LLC

2.36%

4/15/2049

438,742

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Directv Financing LLC / Directv Financing Co‐Obligor Inc

5.88%

8/15/2027

19,252

DISH DBS Corp

5.75%

12/1/2028

20,107

Dollar Tree Inc

4.00%

5/15/2025

143,213

Duke Energy Carolinas LLC

3.55%

3/15/2052

23,353

Duke Energy Corp

5.00%

8/15/2052

23,866

Elevance Health Inc

2.38%

1/15/2025

63,865

Elevance Health Inc

4.55%

5/15/2052

22,985

Energy Transfer LP

4.75%

1/15/2026

71,110

EQM Midstream Partners LP

4.75%

1/15/2031

23,847

Equinix Inc

2.95%

9/15/2051

47,456

Equinix Inc

3.90%

4/15/2032

37,493

Essential Utilities Inc

2.70%

4/15/2030

74,845

Exelon Corp

5.15%

3/15/2028

46,457

Expedia Group Inc

5.00%

2/15/2026

71,283

Expedia Group Inc

3.25%

2/15/2030

74,369

Fannie Mae Pool

3.00%

7/1/2043

262,224

Fannie Mae Pool

2.50%

8/1/2051

365,349

Fannie Mae Pool

2.46%

4/1/2032

249,519

Fannie Mae Pool

3.00%

11/1/2051

190,534

Fannie Mae Pool

3.50%

3/1/2052

345,217

Fannie Mae Pool

6.00%

5/1/2053

169,666

Fannie Mae Pool

6.00%

10/1/2053

264,141

Fannie Mae Pool

4.00%

6/1/2049

192,109

Fannie Mae Pool

4.00%

5/1/2049

216,093

Fannie Mae Pool

2.50%

12/1/2051

262,996

Fannie Mae Pool

3.00%

12/1/2048

259,783

Fannie Mae Pool

2.50%

3/1/2052

314,669

Fannie Mae Pool

2.50%

4/1/2052

315,365

Fannie Mae Pool

5.00%

7/1/2052

198,857

Fannie Mae REMICS

5.95%

9/25/2042

539,716

Fannie Mae REMICS

1.50%

10/1/2027

31,282

Fannie Mae REMICS

—%

4/1/2048

119,788

Fannie Mae REMICS

—%

8/25/2051

7,074

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Fannie Mae REMICS

2.50%

12/1/2051

828,526

Fannie Mae REMICS

2.50%

12/1/2051

619,526

Fannie Mae REMICS

2.00%

8/1/2050

522,765

Ferrellgas LP / Ferrellgas Finance Corp

5.38%

4/1/2026

19,861

Fertitta Entertainment LLC / Fertitta Entertainment Finance Co Inc

6.75%

1/15/2030

18,205

Ford Motor Co

3.25%

2/12/2032

38,010

Fortrea Holdings Inc

7.50%

7/1/2030

15,998

Fortress Transportation and Infrastructure Investors LLC

7.88%

12/1/2030

31,544

Freddie Mac Gold Pool

4.00%

10/1/2048

32,659

Freddie Mac Pool

3.00%

3/1/2052

391,044

Freddie Mac Pool

5.00%

5/1/2053

559,453

Freddie Mac Pool

2.00%

4/1/2051

161,582

Freddie Mac Pool

5.00%

6/1/2053

339,385

Freddie Mac Pool

4.50%

9/1/2052

405,279

Freddie Mac Pool

2.00%

2/1/2052

345,093

Freddie Mac Pool

5.50%

9/1/2053

450,448

Frontier Communications Holdings LLC

5.00%

5/1/2028

23,336

Garda World Security Corp

6.00%

6/1/2029

36,098

General Motors Financial Co Inc

2.40%

10/15/2028

75,959

GFL Environmental Inc

6.75%

1/15/2031

10,362

Gilbert Park CLO Ltd

8.61%

10/15/2030

498,505

Gilead Sciences Inc

5.55%

10/15/2053

22,018

Glencore Funding LLC

1.63%

4/27/2026

41,864

Global Aircraft Leasing Co Ltd

6.50%

9/15/2024

56,604

Goldman Sachs Group Inc/The

6.17%

9/10/2027

142,746

Goodyear Tire & Rubber Co/The

5.25%

7/15/2031

23,319

Griffon Corp

5.75%

3/1/2028

35,103

GTCR AP Finance Inc

8.00%

5/15/2027

25,543

HCA Inc

4.13%

6/15/2029

71,896

Hess Midstream Operations LP

4.25%

2/15/2030

23,430

Hilcorp Energy I LP / Hilcorp Finance Co

5.75%

2/1/2029

24,769

Hilcorp Energy I LP / Hilcorp Finance Co

8.38%

11/1/2033

5,367

Host Hotels & Resorts LP

3.50%

9/15/2030

76,775

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

HUB International Ltd

7.25%

6/15/2030

15,902

Hyundai Capital America

5.68%

6/26/2028

56,143

Illuminate Buyer LLC / Illuminate Holdings IV Inc

9.00%

7/1/2028

30,072

Intuit Inc

5.50%

9/15/2053

77,757

Invitation Homes Operating Partnership LP

2.70%

1/15/2034

77,628

IQVIA Inc

6.25%

2/1/2029

52,546

Iron Mountain Inc

4.50%

2/15/2031

18,491

Iron Mountain Inc

7.00%

2/15/2029

37,536

John Deere Capital Corp

4.70%

6/10/2030

71,367

JP Morgan Chase Commercial Mortgage Securities Trust 2011‐C3

5.53%

2/1/2046

61,517

JP Morgan Chase Commercial Mortgage Securities Trust 2013‐LC11

3.22%

4/1/2046

60,811

JPMBB Commercial Mortgage Securities Trust 2015‐C27

3.90%

2/1/2048

92,519

JPMBB Commercial Mortgage Securities Trust 2015‐C28

3.53%

10/1/2048

95,830

JPMorgan Chase & Co

2.96%

1/25/2033

147,921

JPMorgan Chase & Co

4.85%

7/25/2028

35,763

Kinder Morgan Energy Partners LP

6.95%

1/15/2038

73,539

LCCM 2017‐LC26

4.71%

7/3/2050

162,145

Legacy LifePoint Health LLC

4.38%

2/15/2027

18,817

Level 3 Financing Inc

10.50%

5/15/2030

24,601

Light & Wonder International Inc

7.25%

11/15/2029

15,512

Lowe's Cos Inc

5.63%

4/15/2053

21,224

Macquarie Group Ltd

5.11%

8/9/2026

86,406

Madison IAQ LLC

4.13%

6/30/2028

18,618

Marriott International Inc/MD

3.13%

6/15/2026

72,208

Marvell Technology Inc

5.95%

9/15/2033

75,474

Mattamy Group Corp

4.63%

3/1/2030

37,729

McDonald's Corp

3.60%

7/1/2030

38,682

McGraw‐Hill Education Inc

5.75%

8/1/2028

24,731

Medline Borrower LP

5.25%

10/1/2029

38,282

Meta Platforms Inc

3.85%

8/15/2032

72,456

Metis Merger Sub LLC

6.50%

5/15/2029

22,843

MetLife Inc

5.25%

1/15/2054

78,978

Michaels Cos Inc/The

5.25%

5/1/2028

16,002

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Midwest Gaming Borrower LLC / Midwest Gaming Finance Corp

4.88%

5/1/2029

32,873

ModivCare Escrow Issuer Inc

5.00%

10/1/2029

54,026

Monongahela Power Co

5.40%

12/15/2043

103,316

Morgan Stanley

2.48%

9/16/2036

136,058

Morgan Stanley Bank of America Merrill Lynch Trust 2016‐C31

4.26%

11/1/2049

168,683

Mosaic Solar Loan Trust 2020‐2

2.21%

8/20/2046

40,781

MSBAM Commercial Mortgage Securities Trust 2012‐ CKSV

4.16%

10/1/2030

88,739

MVW 2021‐1W LLC

1.94%

1/22/2041

86,083

Nationstar Mortgage Holdings Inc

5.75%

11/15/2031

32,941

Navient Corp

5.00%

3/15/2027

14,717

NCL Corp Ltd

5.88%

2/15/2027

30,426

NetApp Inc

1.88%

6/22/2025

71,424

News Corp

5.13%

2/15/2032

19,395

NGL Energy Operating LLC / NGL Energy Finance Corp

7.50%

2/1/2026

46,892

NRG Energy Inc

3.63%

2/15/2031

34,963

NXP BV / NXP Funding LLC / NXP USA Inc

3.88%

6/18/2026

141,528

Octagon Investment Partners 34 Ltd

8.18%

1/20/2030

491,099

OneMain Finance Corp

6.63%

1/15/2028

36,430

ONEOK Inc

6.63%

9/1/2053

40,032

Oracle Corp

3.80%

11/15/2037

17,113

Oracle Corp

6.25%

11/9/2032

32,919

Owens & Minor Inc

6.63%

4/1/2030

24,316

Owens Corning

4.40%

1/30/2048

80,246

Pacific Gas and Electric Co

2.50%

2/1/2031

75,265

Packaging Corp of America

3.00%

12/15/2029

72,594

Pactiv Evergreen Group Issuer LLC / Pactiv Evergreen Group Issuer Inc

4.38%

10/15/2028

18,903

Park Intermediate Holdings LLC / PK Domestic Property LLC / PK Finance Co‐Issuer

4.88%

5/15/2029

32,654

Parker‐Hannifin Corp

4.25%

9/15/2027

35,153

Parkland Corp

4.50%

10/1/2029

37,162

PennyMac Financial Services Inc

4.25%

2/15/2029

18,346

PennyMac Financial Services Inc

7.88%

12/15/2029

15,528

Penske Truck Leasing Co Lp / PTL Finance Corp

4.20%

4/1/2027

73,335

Permian Resources Operating LLC

7.00%

1/15/2032

15,804

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Pfizer Investment Enterprises Pte Ltd

4.75%

5/19/2033

55,448

Philip Morris International Inc

5.50%

9/7/2030

84,369

Pike Corp

8.63%

1/31/2031

15,878

Premier Entertainment Sub LLC / Premier Entertainment Finance Corp

5.63%

9/1/2029

12,296

Quanta Services Inc

2.35%

1/15/2032

75,506

Realogy Group LLC / Realogy Co‐Issuer Corp

5.25%

4/15/2030

15,174

Sabine Pass Liquefaction LLC

5.00%

3/15/2027

66,266

Santander Holdings USA Inc

2.49%

1/6/2028

74,271

Scientific Games Holdings LP/Scientific Games US FinCo Inc

6.63%

3/1/2030

53,278

Scripps Escrow II Inc

3.88%

1/15/2029

18,067

SFO Commercial Mortgage Trust 2021‐555

7.88%

5/15/2038

83,033

SG Commercial Mortgage Securities Trust 2016‐C5

1.86%

10/1/2048

19,963

Sitio Royalties Operating Partnership LP / Sitio Finance Corp

7.88%

11/1/2028

10,563

Smithfield Foods Inc

4.25%

2/1/2027

130,805

SoFi Professional Loan Program 2017‐D LLC

3.61%

9/25/2040

686,839

Sonic Automotive Inc

4.63%

11/15/2029

36,687

Southern Co/The

3.75%

9/15/2051

73,924

Spirit AeroSystems Inc

9.75%

11/15/2030

16,306

SRS Distribution Inc

4.63%

7/1/2028

29,188

Standard Industries Inc/NJ

4.38%

7/15/2030

37,590

Staples Inc

7.50%

4/15/2026

9,471

State of California

7.55%

4/1/2039

44,938

STWD 2019‐FL1 Ltd

6.88%

7/15/2038

96,356

STWD 2021‐FL2 Ltd

6.67%

4/18/2038

98,180

Suburban Propane Partners LP/Suburban Energy Finance Corp

5.00%

6/1/2031

22,806

SunCoke Energy Inc

4.88%

6/30/2029

27,766

Sunoco LP / Sunoco Finance Corp

4.50%

5/15/2029

14,037

Superior Plus LP / Superior General Partner Inc

4.50%

3/15/2029

23,536

Synchrony Financial

2.88%

10/28/2031

125,058

Sysco Corp

5.95%

4/1/2030

75,502

Tenet Healthcare Corp

6.13%

6/15/2030

45,678

Tenet Healthcare Corp

6.25%

2/1/2027

15,475

T‐Mobile USA Inc

2.25%

2/15/2026

71,757

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Toronto‐Dominion Bank/The

4.69%

9/15/2027

147,081

Townsquare Media Inc

6.88%

2/1/2026

25,230

Transocean Inc

8.00%

2/1/2027

15,140

Transocean Poseidon Ltd

6.88%

2/1/2027

15,388

Trident TPI Holdings Inc

12.75%

12/31/2028

40,456

Triton Container International Ltd / TAL International Container Corp

3.25%

3/15/2032

69,020

TRTX 2021‐FL4 Issuer Ltd

6.68%

3/15/2038

72,827

UBS Commercial Mortgage Trust 2017‐C4

3.30%

10/1/2050

85,674

UBS Commercial Mortgage Trust 2018‐C14

5.21%

12/1/2051

117,708

United Natural Foods Inc

6.75%

10/15/2028

16,502

UnitedHealth Group Inc

4.95%

5/15/2062

29,824

UnitedHealth Group Inc

5.05%

4/15/2053

56,199

Univision Communications Inc

7.38%

6/30/2030

20,708

Upstart Pass‐Through Trust Series 2021‐ST4

2.00%

7/20/2027

58,143

US Foods Inc

7.25%

1/15/2032

15,949

Venture Global LNG Inc

8.13%

6/1/2028

20,352

Venture Global LNG Inc

8.38%

6/1/2031

25,199

Venture Global LNG Inc

9.88%

2/1/2032

10,606

Victoria's Secret & Co

4.63%

7/15/2029

12,868

Viking Cruises Ltd

9.13%

7/15/2031

66,730

Vistra Operations Co LLC

7.75%

10/15/2031

21,196

VT Topco Inc

8.50%

8/15/2030

16,121

WASH Multifamily Acquisition Inc

5.75%

4/15/2026

14,633

Weatherford International Ltd

8.63%

4/30/2030

10,522

Wells Fargo & Co

4.81%

7/25/2028

30,420

Wells Fargo & Co

5.57%

7/25/2029

94,123

Wells Fargo Commercial Mortgage Trust 2015‐SG1

4.05%

9/1/2048

80,390

Wells Fargo Commercial Mortgage Trust 2017‐C38

0.93%

7/1/2050

56,199

Wells Fargo Commercial Mortgage Trust 2021‐C59

1.52%

4/1/2054

63,278

Wells Fargo Commercial Mortgage Trust 2021‐C60

2.06%

8/1/2054

102,891

Welltower OP LLC

2.05%

1/15/2029

75,616

Westpac Banking Corp

3.02%

11/18/2036

73,582

Willis North America Inc

4.50%

9/15/2028

74,134

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Wind River 2021‐3 CLO Ltd

9.03%

7/20/2033

469,884

Workday Inc

3.70%

4/1/2029

72,723

WR Grace Holdings LLC

5.63%

8/15/2029

18,047

WRKCo Inc

3.75%

3/15/2025

69,506

XPO Inc

7.13%

6/1/2031

36,477

25,802,224

U.S. Government Issued Securities

Ginnie Mae II Pool

3.00%

11/1/2051

394,892

Ginnie Mae II Pool

2.50%

11/1/2051

292,284

Ginnie Mae II Pool

3.00%

4/1/2052

258,052

Ginnie Mae II Pool

3.50%

7/1/2051

547,490

Government National Mortgage Association

2.00%

12/1/2050

33,916

Government National Mortgage Association

3.50%

6/1/2051

33,817

United States Treasury Note/Bond

3.88%

5/15/2043

(5)

United States Treasury Note/Bond

4.75%

11/15/2053

4,494,178

United States Treasury Note/Bond

4.75%

11/15/2043

2,260,725

United States Treasury Note/Bond

4.63%

2/28/2025

(1)

United States Treasury Note/Bond

3.75%

6/30/2030

40,404

United States Treasury Note/Bond

4.63%

9/30/2030

26,361

United States Treasury Note/Bond

4.63%

9/30/2028

41,763

United States Treasury Note/Bond

5.00%

9/30/2025

(4)

United States Treasury Note/Bond

4.63%

10/15/2026

40,993

United States Treasury Note/Bond

4.50%

11/15/2033

316,790

United States Treasury Note/Bond

4.63%

11/15/2026

71,537

United States Treasury Note/Bond

4.88%

11/30/2025

40,590

United States Treasury Note/Bond

4.38%

11/30/2028

51,366

United States Treasury Note/Bond

3.75%

12/31/2028

995,753

9,940,901

Self-Directed Brokerage Account

Brokeragelink

Combination of common stock, bonds, mutual funds, and ETFs

245,037,684

Participant Loans

(a)

(b) Identity of issue, borrower, lessor or similar party

(d) Cost

(e) Current value

Participant loans

Interest rates range from 3.25% to 9.50% with maturity at various dates

43,240,983

Total Investments (Held at End of Year)

5,793,623,007

Party-in-Interest

Historical cost not required to be presented as all investments are participant-directed.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

DANAHER CORPORATION & SUBSIDIARIES SAVINGS PLAN

June 7, 2024

By:

/s/ Amy Broghammer

Amy Broghammer

Senior Director, Benefits

EXHIBIT INDEX


Exhibit Number						Description

23.1						Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

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Date	Price Target	Rating	Analyst
10/31/2024	$285.00	Peer Perform → Outperform	Wolfe Research
10/1/2024	$315.00	Overweight	Stephens
8/28/2024	$280.00	Equal Weight	Wells Fargo
6/3/2024	$295.00	Buy	Jefferies
4/17/2024	$280.00	Hold → Buy	HSBC Securities
1/24/2024	$240.00	Overweight → Equal Weight	Barclays
12/18/2023		Hold	HSBC Securities
12/13/2023		Peer Perform	Wolfe Research

SEC Form 11-K filed by Danaher Corporation

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$DHR Market Insights

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Baird Maintains Outperform on Danaher, Raises Price Target to $278

RBC Capital Maintains Outperform on Danaher, Raises Price Target to $300

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SVP Strategic Development Gray R Bradley was granted 13,016 shares (SEC Form 4)

Executive Vice President Sawyer Montgomery Julie A covered exercise/tax liability with 265 shares, decreasing direct ownership by 5% to 5,502 units (SEC Form 4)

SEC Form 4 filed by Director Sanders A Shane

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SEC Form SC 13G/A filed by Danaher Corporation (Amendment)

SEC Form SC 13G/A filed by Danaher Corporation (Amendment)

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Danaher upgraded by Wolfe Research with a new price target

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