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What changed in Danaher Corporation's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Danaher Corporation's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+382 added−359 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-20)

Top changes in Danaher Corporation's 2025 10-K

382 paragraphs added · 359 removed · 303 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

62 edited+8 added−12 removed88 unchanged
Biggest changeTypical users of these products include hospital central laboratories, intensive care units, hospital operating rooms, hospital emergency rooms, physicians’ office laboratories and blood banks. Pathology Diagnostics —The pathology diagnostics business is a leader in the anatomical pathology industry, offering a comprehensive suite of instrumentation and related consumables used across the entire workflow of a pathology laboratory.
Biggest changeThe pathology diagnostics business is a leader in the anatomical pathology industry, offering a comprehensive suite of instrumentation and related consumables and software solutions used across the entire workflow of a pathology laboratory. Typical users of the segment’s products include hospitals, physicians’ offices, physicians’ office laboratories, reference laboratories, pharmaceutical clinical trial laboratories, pathologists, blood banks, lab managers and researchers.
To further the strategic objectives set forth above, the Company also acquires businesses and makes investments that either complement its existing business portfolio or expand its portfolio into new markets the Company deems attractive.
To further the strategic objectives set forth above, the Company also acquires businesses and makes investments that either complement its existing business portfolio or expand its portfolio into new markets that the Company deems attractive.
The extent to which we identify, consummate and effectively integrate appropriate acquisitions and consummate appropriate investments affects our overall growth and operating results. Danaher also continually assesses the strategic fit of its existing businesses and may separate or otherwise dispose businesses based on strategic and other considerations.
The extent to which we identify, consummate and effectively integrate appropriate acquisitions and consummate appropriate investments affects our overall growth and operating results. Danaher also continually assesses the strategic fit of its existing businesses and may separate or otherwise dispose of businesses based on strategic and other considerations.
Rales, envisioned a business that would generate sustainable long-term value for customers, associates and shareholders. Through a series of acquisitions and divestitures, Danaher has evolved over time into the science and technology innovator it is today. While the operating companies that make up Danaher have changed, DBS continues to be the guiding philosophy for the Company.
Rales, envisioned a business that would generate sustainable long-term value for customers, associates and shareholders. Through a series of acquisitions and divestitures, Danaher has evolved over time into the science and technology innovator it is today. While the operating companies that make up Danaher have changed over time, DBS continues to be the guiding philosophy for the Company.
Discovery and Medical —The discovery and medical business is a leading provider of solutions to accelerate biotherapeutic research and discovery through high quality sample preparation and reliable diagnostic assays in addition to ensuring sterility and safety in medical liquids and gases.
The discovery and medical business is a leading provider of solutions to accelerate biotherapeutic research and discovery through high quality sample preparation and reliable diagnostic assays in addition to ensuring sterility and safety in medical liquids and gases.
Acute Care Diagnostics —The acute care diagnostics business is a leading worldwide provider of instruments, software and related consumables and services that are used in both laboratory and point-of-care environments to rapidly measure critical parameters, including blood gases, electrolytes, metabolites and cardiac markers, as well as for anemia and high-sensitivity glucose testing.
The acute care diagnostics business is a leading worldwide provider of instruments, software and related consumables and services that are used in both laboratory and point-of-care environments to rapidly measure critical parameters, including blood gases, electrolytes, metabolites and cardiac markers, as well as for anemia and high-sensitivity glucose testing.
Federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act. 11 • The federal Civil Monetary Penalties Law prohibits, among other things, the offering or transferring of remuneration to a Medicare or Medicaid beneficiary that the person knows or should know is likely to influence the beneficiary’s selection of a particular supplier of Medicare or Medicaid payable items or services. • The Open Payments Act requires manufacturers of medical devices covered under Medicare, Medicaid or the Children’s Health Insurance Program (subject to certain exceptions) to record payments and other transfers of value to a broad range of healthcare providers and teaching hospitals and to report this data as well as ownership and investment interests held by the physicians described above and their immediate family members to HHS for subsequent public disclosure.
Federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act. • The federal Civil Monetary Penalties Law prohibits, among other things, the offering or transferring of remuneration to a Medicare or Medicaid beneficiary that the person knows or should know is likely to influence the beneficiary’s selection of a particular supplier of Medicare or Medicaid payable items or services. • The Open Payments Act requires manufacturers of medical devices covered under Medicare, Medicaid or the Children’s Health Insurance Program (subject to certain exceptions) to record payments and other transfers of value to a broad range of healthcare providers and teaching hospitals and to report this data as well as ownership and investment interests held by the physicians described above and their immediate family members to HHS for subsequent public disclosure.
The FDA regulates the design, development, research, preclinical and clinical testing, introduction, manufacture, advertising, labeling, packaging, marketing, distribution, import and export and record keeping for such products. Many medical device products are also regulated by comparable agencies in non-U.S. countries in which they are produced or sold.
The 10 FDA regulates the design, development, research, preclinical and clinical testing, introduction, manufacture, advertising, labeling, packaging, marketing, distribution, import and export and record keeping for such products. Many medical device products are also regulated by comparable agencies in non-U.S. countries in which they are produced or sold.
However, in May 2017, the EU adopted new, formal regulations to replace such Directives; specifically, the EU Medical Device Regulation (the “MDR”) and In Vitro Diagnostic Regulation (the “IVDR”), each of which imposes stricter requirements for the marketing and sale of medical devices and in vitro devices, including in the area of clinical evaluation requirements, 10 quality systems and post-market surveillance.
However, in May 2017, the EU adopted new, formal regulations to replace such Directives; specifically, the EU Medical Device Regulation (the “MDR”) and In Vitro Diagnostic Regulation (the “IVDR”), each of which imposes stricter requirements for the marketing and sale of medical devices and in vitro devices, including in the area of clinical evaluation requirements, quality systems and post-market surveillance.
Protein Consumables —The protein consumables business, which is a leading supplier in the proteomics market, provides highly validated antibodies, reagents, biomarkers and assays to address targets in biological pathways that are critical for advancing drug discovery, life sciences research, diagnostics and drug discovery. Researchers use these products to study biological pathways critical for scientific research, diagnostics and drug discovery.
The protein consumables business is a leading supplier in the proteomics market, and provides highly validated antibodies, reagents, biomarkers and assays to address targets in biological pathways that are critical for advancing drug discovery, life sciences research, diagnostics and drug discovery. Researchers use these products to study biological pathways critical for scientific research, diagnostics and drug discovery.
State privacy laws in California impose some of the same features as the GDPR and have prompted an 12 increasing number of other states to enact their own privacy laws. Additionally, a bipartisan bill under consideration in Congress would, if adopted, impose broad privacy requirements at the federal level.
State privacy laws in California impose some of the same features as the GDPR and have prompted an increasing number of other states to enact their own privacy laws. Additionally, a bipartisan bill under consideration in Congress would, if adopted, impose broad privacy requirements at the federal level.
The Company is facing increased competition in a number of its served markets as a result of the entry of well-resourced companies into certain markets, the entry of competitors based in low-cost manufacturing locations, the development of competitive technologies by early-stage, emerging and other companies and increasing consolidation in particular markets.
The Company is facing increased competition in a number of its served markets as a result of the entry of well-resourced companies into certain markets, the entry of competitors based in low-cost manufacturing locations, the development of competitive technologies by early-stage, emerging and other companies and increasing 8 consolidation in particular markets.
Further, we believe that better associate engagement helps enable better retention and better business performance. We assess our engagement performance multiple times per year through our associate engagement surveys, which address topics such as engagement, direct supervisor effectiveness, behavior change and performance enablement, as well as through our voluntary turnover rate. 8 • Retention ◦ Compensation and Benefits .
Further, we believe that better associate engagement helps enable better retention and better business performance. We assess our engagement performance multiple times per year through our associate engagement surveys, which address topics such as engagement, direct supervisor effectiveness, behavior change and performance enablement, as well as through our voluntary turnover rate. • Retention ◦ Compensation and Benefits .
We must also comply with post-market surveillance regulations, including medical device reporting (“MDR”) requirements which require that we review and report to the FDA any incident in which our products may have caused or contributed to a death or serious injury.
We must also comply with post-market surveillance regulations, including medical device reporting requirements which require that we review and report to the FDA any incident in which our products may have caused or contributed to a death or serious injury.
Performance for Growth (“P4G”), our annual performance management program, supports our high-performance culture by seeking to ensure that high-performing associates are recognized and rewarded for their contributions. P4G guides associates and their managers in setting clear personal performance goals aligned to our strategic priorities.
Performance for Growth (“P4G”), our annual performance management program, supports our high-performance culture by seeking to ensure that high-performing associates are recognized and rewarded for their contributions. P4G guides associates and their managers in 9 setting clear personal performance goals aligned to our strategic priorities.
Risk Factors.” Environmental Laws and Regulations For a discussion of the environmental laws and regulations that the Company’s operations, products and services are subject to and other environmental contingencies, refer to Note 17 to the Consolidated Financial Statements included in this Annual Report.
Risk Factors.” Environmental Laws and Regulations For a discussion of the environmental laws and regulations that the Company’s operations, products and services are subject to and other environmental contingencies, refer to Note 17 to the accompanying Consolidated Financial Statements included in this Annual Report.
Risk Factors.” Government Contracts Although the substantial majority of the Company’s revenue in 2024 was from customers other than governmental entities, each of Danaher’s segments has agreements relating to the sale of products to government entities. As a result, the Company is subject to various statutes and regulations that apply to companies doing business with governments.
Risk Factors.” Government Contracts Although the substantial majority of the Company’s revenue in 2025 was from customers other than governmental entities, each of Danaher’s segments has agreements relating to the sale of products to government entities. As a result, the Company is subject to various statutes and regulations that apply to companies doing business with governments.
The business sells to customers primarily through direct sales personnel and, to a lesser extent, through independent distributors. ************************************ The following discussion includes information common to all of Danaher’s segments. Materials The Company’s manufacturing operations employ a wide variety of raw materials, including metallic-based components, electronic components, chemistries, original equipment manufacturers (“OEM”) products, plastics and other petroleum-based products.
The business sells to customers primarily through direct sales personnel and through independent distributors. ************************************ The following discussion includes information common to all of Danaher’s segments. Materials The Company’s manufacturing operations employ a wide variety of raw materials, including metallic-based components, electronic components, chemistries, original equipment manufacturers (“OEM”) products, plastics and other petroleum-based products.
The Company utilizes a number of techniques to address potential disruption in and other risks relating to its supply chain, including in certain cases the use of safety stock, alternative materials and qualification of multiple supply sources. During 2024, there were no material effects on the business related to the availability of raw materials.
The Company utilizes a number of techniques to address potential disruption in and other risks relating to its supply chain, including in certain cases the use of safety stock, alternative materials and qualification of multiple supply sources. During 2025, there were no material effects on the business related to the availability of raw materials.
We have a common job architecture across our businesses to provide a standardized framework for defining jobs, job families, and career levels, and set market-aligned pay structures for each career level (adjusted as appropriate for the particular job family, industry and geography) based on a range of compensation surveys. ◦ Performance Management .
We have a common job architecture across our businesses to provide a standardized framework for defining jobs, job families, and career levels, and set pay structures for each career level (adjusted as appropriate for the particular job family, industry and geography) based on a range of compensation surveys. ◦ Performance Management .
Within each of the strategic elements of our sustainability program referenced above, where feasible and appropriate, we seek to quantify our performance and set goals to encourage continuous improvement. Available Information The Company maintains an internet website at www.danaher.com.
Within each of the strategic elements of our sustainability program, where feasible and appropriate, we seek to quantify our performance and set goals to encourage continuous improvement. Available Information The Company maintains an internet website at www.danaher.com.
United by the DANAHER BUSINESS SYSTEM (“DBS”), our businesses are also typically characterized by a high level of products and services that are sold on a recurring basis, primarily through a direct sales model and to a geographically diverse customer base. Our business’ research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 50 countries.
United by the DANAHER BUSINESS SYSTEM (“DBS”), our businesses are also typically characterized by a high level of products and services that are sold on a recurring basis, primarily through a direct sales model and to a geographically diverse customer base. Our business’ research and development, manufacturing, sales, distribution, service and administrative facilities are located in approximately 50 countries.
Typical users of these products include professionals in the areas of academic, translational and commercial research, medical diagnostics, clinical care and biopharmaceutical development.
Typical users of these products include professionals in academic, translational and commercial research, medical diagnostics, clinical care and biopharmaceutical development.
Our sustainability strategy is to help generations of our stakeholders by innovating products that improve lives and our planet, building the best team and protecting our environment.
Risk Factors.” Sustainability Our sustainability strategy is to help generations of our stakeholders by innovating products that improve lives and our planet, building the best team and protecting our environment.
Research and Development The Company conducts R&D activities for the purpose of developing new products, enhancing the functionality, effectiveness, ease of use and reliability of its existing products and expanding the applications for which uses of its products are appropriate.
Research and Development The Company conducts research and development (“R&D”) activities for the purpose of developing new products, enhancing the functionality, effectiveness, ease of use and reliability of its existing products and expanding the applications for which uses of its products are appropriate.
Most of the Company’s sales in non-U.S. markets are made by its subsidiaries located outside the U.S., though the Company also sells from the U.S. into non-U.S. markets through various representatives and distributors and, in some cases, directly.
Most of the Company’s sales in non-U.S. markets are made by its subsidiaries located outside the U.S., though the Company also sells from the U.S. into non-U.S. markets through various representatives and distributors and, in some cases, directly. In countries with low sales volumes, the Company generally sells through representatives and distributors.
This strategy aligns with Danaher’s commitment to “Innovation at the Speed of Life,” our Core Values, as well as key UN Sustainable Development Goals (UN SDGs) under the United Nations 2030 Agenda for Sustainable Development. Our sustainability strategy is also informed by and grounded in the feedback we continually solicit from our stakeholders, including our regular sustainability prioritization assessments.
This strategy aligns with Danaher’s commitment to “Innovation at the Speed of Life,” our Core Values, as well as key UN Sustainable Development Goals under the United 14 Nations 2030 Agenda for Sustainable Development. Our sustainability strategy is informed by and grounded in the feedback we continually solicit from our stakeholders.
The FDCA requires these products, when sold in the United States, to be safe and effective for their intended uses and to comply with the regulations administered by the U.S. Food and Drug Administration (“FDA”).
Food, Drug, and Cosmetic Act (the “FDCA”). The FDCA requires these products, when sold in the U.S., to be safe and effective for their intended uses and to comply with the regulations administered by the U.S. Food and Drug Administration (“FDA”).
For a discussion of risks related to competition, refer to “Item 1A. Risk Factors.” Human Capital As of December 31, 2024, the Company had approximately 63,000 employees (whom we refer to as “associates”), of whom approximately 24,000 were employed in the North America, 20,000 in Western Europe, 3,000 in other developed markets and 16,000 in high-growth markets.
For a discussion of risks related to competition, refer to “Item 1A. Risk Factors.” Human Capital As of December 31, 2025, the Company had approximately 60,000 employees (whom we refer to as “associates”), of whom approximately 22,000 were employed in North America, 20,000 in Western Europe, 3,000 in other developed markets and 15,000 in high-growth markets.
LIFE SCIENCES The Life Sciences segment offers a broad range of instruments, consumables, services and software that are primarily used by customers to study the basic building blocks of life, including DNA and RNA, nucleic acid, proteins, metabolites and cells, in order to understand the causes of disease, identify new therapies, and test and manufacture new drugs, vaccines and gene editing technologies.
The business sells to customers through direct sales personnel and independent distributors. 5 LIFE SCIENCES The Life Sciences segment offers a broad range of instruments, consumables, services and software that are primarily used by customers to study the basic building blocks of life, including DNA and RNA, nucleic acid, proteins, metabolites and cells, in order to understand the causes of disease, identify new therapies, and test and manufacture new drugs, vaccines and gene editing technologies.
Genomic Medicines —The genomic medicines businesses are leading providers of custom nucleic acid products for the life sciences industry, primarily through the manufacture of custom DNA and RNA oligonucleotides and gene fragments utilizing a proprietary manufacturing ecosystem. The businesses have developed proprietary technologies for genomics applications such as next generation sequencing, CRISPR genome editing, qPCR, and RNA interference.
The genomic medicines business is a leading provider of custom nucleic acid products for the life sciences industry, primarily through the manufacture of custom DNA and RNA oligonucleotides and gene fragments utilizing a proprietary manufacturing ecosystem. The business has developed proprietary technologies for genomics applications such as next generation sequencing, CRISPR genome editing, qPCR, and RNA interference.
Approximately 61,000 of the Company’s total employees were full-time and 2,000 were part-time employees. Of the United States employees, 250 were hourly-rated, unionized employees. Outside the United States, the Company has government-mandated collective bargaining arrangements and union contracts in certain countries, particularly in Europe where many of the Company’s employees are represented by unions and/or works councils.
Approximately 58,000 of the Company’s total employees were full-time and 2,000 were part-time employees. Of the U.S. employees, 249 were hourly-rated, unionized employees. Outside the U.S., the Company has government-mandated collective bargaining arrangements and union contracts in certain countries, particularly in Europe where many of the Company’s employees are represented by unions and/or works councils.
The Company defines North America as the United States and Canada. The Company defines high-growth markets as Eastern Europe, the Middle East, Africa, Latin America (including Mexico) and Asia (with the exception of Japan, Australia and New Zealand). The Company defines developed markets as all markets of the world that are not high-growth markets.
The Company defines North America as the United States and Canada. The Company defines high-growth markets as Eastern Europe, the Middle East, Africa, Latin America (including Mexico) and Asia (with the exception of Japan, Australia and New Zealand).
Complying with the EU MDR, EU IVDR and the evolving regulatory regimes in the UK and Switzerland requires modifications to our quality management systems, additional resources in certain functions and updates to technical files, among other changes, which has not and is not expected to have a material impact on the Company’s financial results.
Complying with the EU MDR, EU IVDR and the evolving regulatory regimes in the UK and Switzerland requires modifications to our quality management systems, additional resources in certain functions and updates to technical files, among other changes, which has not and is not expected to have a material impact on the Company’s financial results. 11 Other Healthcare Laws We are also subject to the U.S.
Other Healthcare Laws We are also subject to the U.S. Foreign Corrupt Practices Act and various healthcare related laws regulating fraud and abuse, research and development, pricing and sales and marketing practices, and the privacy and security of health information, including the U.S. federal regulations described below.
Foreign Corrupt Practices Act and various healthcare related laws regulating fraud and abuse, R&D, pricing and sales and marketing practices, and the privacy and security of health information, including the U.S. federal regulations described below.
Danaher established the diagnostics business in 2004 through the acquisition of Radiometer and expanded the business through numerous subsequent acquisitions, including the acquisitions of Vision Systems in 2006, Beckman Coulter in 2011, Iris International and Aperio Technologies in 2012, HemoCue in 2013, Devicor Medical Products in 2014, the clinical microbiology business of Siemens Healthcare Diagnostics in 2015 and Cepheid in 2016.
Sales in 2025 for this segment by geographic destination and by revenue type (as a percentage of total 2025 sales) were: Danaher established the diagnostics business in 2004 through the acquisition of Radiometer and expanded the business through numerous subsequent acquisitions, including the acquisitions of Vision Systems in 2006, Beckman Coulter in 2011, Iris International and Aperio Technologies in 2012, HemoCue in 2013, Devicor Medical Products in 2014, the clinical microbiology business of Siemens Healthcare Diagnostics in 2015 and Cepheid in 2016.
The businesses in Danaher’s Biotechnology segment market their products and services under several key brands including CYTIVA and PALL. Manufacturing facilities are located in North America, Europe and Asia. The business sells to customers through direct sales personnel and independent distributors.
The businesses in Danaher’s Biotechnology segment market their products and services under several key brands including CYTIVA and PALL. Manufacturing facilities are located in North America, Europe and Asia.
Danaher established the life sciences business in 2005 through the acquisition of Leica Microsystems and has expanded the business through numerous subsequent acquisitions, including the acquisitions of AB Sciex and Molecular Devices in 2010, Beckman Coulter in 2011, Pall in 2015, Phenomenex in 2016, IDT in 2018, Aldevron in 2021 and Abcam in 2023.
Sales in 2025 for this segment by geographic destination and by revenue type (as a percentage of total 2025 sales) were: Danaher established the life sciences business in 2005 through the acquisition of Leica Microsystems and has expanded the business through numerous subsequent acquisitions, including the acquisitions of AB Sciex and Molecular Devices in 2010, Beckman Coulter in 2011, Pall in 2015, Phenomenex in 2016, IDT in 2018, Aldevron in 2021 and Abcam in 2023.
The Life Sciences segment consists of the following businesses: Flow Cytometry and Lab Automation Solutions —The flow cytometry and lab automation solutions business offers workflow instruments and consumables that help researchers analyze genomic, protein and cellular information.
The life sciences instruments business includes the flow cytometry and lab automation solutions business, the mass spectrometry business and the microscopy business. The flow cytometry and lab automation solutions business offers workflow instruments and consumables that help researchers analyze genomic, protein and cellular information.
Typical users of these products include professionals in the areas of academic and commercial research, agriculture, medical diagnostics, pharmaceutical development, biotechnology companies and research institutions across discovery, clinical and commercial applications.
Typical users of these products include professionals, scientists and researchers in the areas of academic and commercial research, agriculture, medical diagnostics, 6 pharmaceutical development, biotechnology companies and research institutions across discovery, clinical and commercial applications. The life sciences consumables business includes the genomic medicines business and the protein consumables business.
Risk Factors.” All capitalized brands and product names throughout this document are trademarks owned by, or licensed to, Danaher. 7 Competition Although the Company’s businesses generally operate in highly competitive markets, the Company’s competitive position cannot be determined accurately in the aggregate or by segment since none of its competitors offer all of the same product and service lines or serve all of the same markets as the Company or any of its segments.
Competition Although the Company’s businesses generally operate in highly competitive markets, the Company’s competitive position cannot be determined accurately in the aggregate or by segment since none of its competitors offer all of the same product and service lines or serve all of the same markets as the Company or any of its segments.
Risk Factors.” Medical Device Regulations Many of our products are classified as medical devices and are subject to restrictions under domestic and foreign laws, rules, regulations, self-regulatory codes, circulars and orders, including, but not limited to, the U.S. Food, Drug, and Cosmetic Act (the “FDCA”).
For a description of the risks related to the regulations that the Company’s businesses are subject to, refer to “Item 1A. Risk Factors.” Medical Device Regulations Many of our products are classified as medical devices and are subject to restrictions under domestic and foreign laws, rules, regulations, self-regulatory codes, circulars and orders, including, but not limited to, the U.S.
Typical users of these products include scientists and researchers in academic institutions, research institutes and in pharmaceutical, biotechnology and diagnostics companies. Filtration —The filtration, separation and purification technologies business is a leading provider of products used to remove solid, liquid and gaseous contaminants from a variety of liquids and gases, primarily through the sale of filtration consumables and associated hardware.
The filtration, separation and purification business is a leading provider of products used to remove solid, liquid and gaseous contaminants from a variety of liquids and gases, primarily through the sale of filtration consumables and associated hardware.
Mass spectrometry is a technique for identifying, analyzing and quantifying elements, chemical compounds and biological molecules, individually or in complex mixtures. The business’ mass spectrometer systems and related products are used in numerous applications such as drug discovery and clinical development of therapeutics as well as in basic research, clinical testing, food and beverage quality testing and environmental testing.
The business’ mass spectrometer systems and related products are used in numerous applications such as drug discovery and clinical development of therapeutics as well as in basic research, clinical testing, food and beverage quality testing and environmental testing.
In addition, some of the in vitro diagnostic drugs-of-abuse assays and reagents sold by the Company’s subsidiaries contain small amounts of controlled substances, and as a result some of the Company’s facilities are inspected periodically by the United States Drug Enforcement Administration to assess whether the Company properly handles, stores and disposes of controlled substances in the manufacture of those products.
Similar reporting requirements have also been enacted on the state level, and an increasing number of countries either have adopted or are considering similar laws requiring transparency of interactions with healthcare professionals. 12 In addition, some of the in vitro diagnostic drugs-of-abuse assays and reagents sold by the Company’s subsidiaries contain small amounts of controlled substances, and as a result some of the Company’s facilities are inspected periodically by the United States Drug Enforcement Administration to assess whether the Company properly handles, stores and disposes of controlled substances in the manufacture of those products.
For some components that require particular specifications or regulatory or other qualifications only a single supplier or a limited number of suppliers can readily provide such components.
The Company purchases raw materials from a large number of sources around the world. No single supplier is material to the Company. For some components that require particular specifications or regulatory or other qualifications only a single supplier or a limited number of suppliers can readily provide such components.
BIOTECHNOLOGY The Biotechnology segment includes the bioprocessing and discovery and medical businesses and offers a broad range of equipment, consumables and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines.
The Company defines developed markets as all markets of the world that are not high-growth markets. 4 BIOTECHNOLOGY The Biotechnology segment offers a broad range of equipment, consumables, software and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines.
Typical users of the segment’s core lab products include hospitals, physicians’ offices, reference laboratories and pharmaceutical clinical trial laboratories. 6 Molecular Diagnostics —The molecular diagnostics business is a leading provider of biomedical testing instruments, systems, software and related consumables that enable DNA-based testing for organisms and genetic-based diseases.
The Diagnostics segment consists of the molecular diagnostics business and the clinical diagnostics businesses. The molecular diagnostics business is a leading provider of biomedical testing instruments, systems, software and related consumables that enable DNA-based testing for organisms and genetic-based diseases.
Export/Import Compliance The Company is required to comply with various U.S. export/import control and economic sanctions laws, including: • the International Traffic in Arms Regulations administered by the U.S.
Private plaintiffs also could bring civil lawsuits against us in the United States for alleged antitrust law violations, including claims for treble damages. Export/Import Compliance The Company is required to comply with various U.S. export/import control and economic sanctions laws, including: • the International Traffic in Arms Regulations administered by the U.S.
In countries with low sales volumes, the Company generally sells through representatives and distributors. 13 Information about the effects of foreign currency fluctuations on the Company’s business is set forth in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) included in this Annual Report.
Information about the effects of foreign currency fluctuations on the Company’s business is set forth in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) included in this Annual Report. For a discussion of risks related to the Company’s non-U.S. operations and foreign currency exchange, refer to “Item 1A.
From time to time the Company engages in litigation to protect its intellectual property rights. For a discussion of risks related to the Company’s intellectual property, refer to “Item 1A.
From time to time the Company engages in litigation to protect its intellectual property rights. For a discussion of risks related to the Company’s intellectual property, refer to “Item 1A. Risk Factors.” All capitalized brands and product names throughout this document are trademarks owned by, or licensed to, Danaher.
These therapeutics include protein-based and other biological therapies as well as a new emerging class of highly-targeted therapies such as cell and gene therapies and nucleic acid-based therapies. The business offers tools, solutions and services to support biomanufacturers across their workflows from the earliest stages of process development to large scale commercial and turn-key manufacturing.
The business offers tools, solutions and services to support biomanufacturers across their workflows from the earliest stages of process development to large scale commercial and turn-key manufacturing.
The Diagnostics segment consists of the clinical diagnostics businesses (consisting of the core lab - clinical, acute care diagnostics and pathology diagnostics businesses) and the molecular diagnostics business: Core Lab - Clinical —The clinical lab business is a leading manufacturer and marketer of biomedical testing instruments, systems and related consumables that are used to evaluate and analyze samples made up of body fluids and cells.
The clinical lab business is a leading manufacturer and marketer of biomedical testing instruments, systems and related consumables that are used to evaluate and analyze samples made up of body fluids and cells. The information generated is used to diagnose disease, guide and monitor treatment and therapy, assist in managing chronic disease and assess patient status.
Sales in 2024 by geographic destination (geographic destination refers to the geographic area where the final sale to the Company’s unaffiliated customer is made) as a percentage of total 2024 sales were: North America, 43% (including 42% in the United States); Western Europe, 23%; other developed markets, 5%; and high-growth markets, 29%.
Sales in 2025 by geographic destination (geographic destination refers to the geographic area where the final sale to the Company’s unaffiliated customer is made) and by revenue type (revenue type refers to categorizing the Company’s products between those typically sold to a customer on a recurring basis and those typically sold to a customer on a nonrecurring basis) as a percentage of total 2025 sales were: Sales in North America includes 41% in the United States.
For a discussion of risks related to compliance with environmental and health and safety laws and risks related to past or future releases of, or exposures to, hazardous substances, refer to “Item 1A. Risk Factors.” Antitrust Laws The U.S. federal government, most U.S. states and many other countries have laws that prohibit certain types of conduct deemed to be anti-competitive.
For a discussion of risks related to compliance with environmental and health 13 and safety laws and risks related to past or future releases of, or exposures to, hazardous substances, refer to “Item 1A.
Additionally, the segment provides products and consumables used to filter and remove contaminants from a variety of liquids and gases in many end-market applications. Sales in 2024 for this segment by geographic destination (as a percentage of total 2024 sales) were: North America, 44%; Western Europe, 21%; other developed markets, 7%; and high-growth markets, 28%.
Additionally, the segment provides products and consumables used to filter and remove contaminants from a variety of liquids and gases in many end-market applications.
Typical users of these mass spectrometry and related products include molecular biologists, bioanalytical chemists, toxicologists and forensic scientists as well as quality assurance and quality control technicians. 5 Microscopy —The microscopy business is a leading global provider of professional microscopes designed to capture, manipulate and preserve images and enhance the user’s visualization and analysis of microscopic structures.
The microscopy business is a leading global provider of professional microscopes designed to capture, manipulate and preserve images and enhance the user’s visualization and analysis of microscopic structures. The Company’s microscopy products include laser scanning (confocal) microscopes, compound microscopes and related equipment, surgical and other stereo microscopes and specimen preparation products for electron microscopy.
Prices of oil and gas also affect the Company’s costs for freight and utilities and have an indirect impact on the cost of other purchased materials. The Company purchases raw materials from a large number of sources around the world. No single supplier is material to the Company.
The cost and availability of certain of these items can be subject to shifting trade policies around the world, including tariffs and trade protectionism measures that can impact the cost and/or availability of components. Prices of oil and gas also affect the Company’s costs for freight and utilities and have an indirect impact on the cost of other purchased materials.
Typical users include pharmaceutical and biotechnology companies, universities, medical schools and research institutions and in some cases industrial manufacturers. Mass Spectrometry —The mass spectrometry business is a leading global provider of high-end mass spectrometers, bioanalytical measurement systems, as well as related consumables, software and services.
The mass spectrometry business is a leading global provider of high-end mass spectrometers, bioanalytical measurement systems, as well as related consumables, software and services. Mass spectrometry is a technique for identifying, analyzing and quantifying elements, chemical compounds and biological molecules, individually or in complex mixtures.
Risk Factors.” No material portion of Danaher’s business is subject to renegotiation of profits or termination of contracts at the election of a government entity. 9 Regulatory Matters The Company faces extensive government regulation both within and outside the United States relating to its operations, including the development, manufacture, marketing, sale and distribution of its products and services.
Regulatory Matters The Company faces extensive government regulation both within and outside the U.S. relating to its operations, including the development, manufacture, marketing, sale and distribution of its products and services. The following sections describe certain significant regulations that the Company is subject to. These are not the only regulations that the Company’s businesses must comply with.
For a discussion of risks related to government contracting requirements, refer to “Item 1A.
For a discussion of risks related to government contracting requirements, refer to “Item 1A. Risk Factors.” No material portion of Danaher’s business is subject to renegotiation of profits or termination of contracts at the election of a government entity.
Danaher established the Biotechnology segment through the acquisition of Pall in 2015, and expanded the business through the acquisition of Cytiva in 2020. 4 The Biotechnology segment consists of the following businesses: Bioprocessing —The bioprocessing business is a leading provider of technologies, consumables, services and solutions that advance, accelerate and integrate the development and manufacture of therapeutics.
Sales in 2025 for this segment by geographic destination and by revenue type (as a percentage of total 2025 sales) were: Danaher established the Biotechnology segment through the acquisition of Pall in 2015 and expanded the business through the acquisition of Cytiva in 2020. The Biotechnology segment consists of the bioprocessing business and the discovery and medical business.
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Sales in 2024 for this segment by geographic destination (as a percentage of total 2024 sales) were: North America, 33%; Western Europe, 34%; other developed markets, 5%; and high-growth markets, 28%.
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The bioprocessing business is a leading provider of technologies, consumables, services and solutions that advance, accelerate and integrate the development and manufacture of therapeutics. These therapeutics include protein-based and other biological therapies as well as a new emerging class of highly-targeted therapies such as cell and gene therapies and nucleic acid-based therapies.
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The Company’s microscopy products include laser scanning (confocal) microscopes, compound microscopes and related equipment, surgical and other stereo microscopes and specimen preparation products for electron microscopy. Typical users of these products include research, medical and surgical professionals operating in research and pathology laboratories, academic settings and surgical theaters.
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The Life Sciences segment consists of the life sciences instruments business, the life sciences consumables business and the filtration, separation and purification business. The life sciences instruments business enables the discovery, development and manufacture of new therapies.
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Additionally, the businesses are a leading manufacturer of high-quality plasmid DNA, RNA and proteins. These products are used in the research, development and manufacture of gene and cell therapies, DNA and RNA vaccines and gene editing technologies.
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Key product areas include validated centrifugation, automated liquid handling systems, advanced cell culture and analytical technologies for selection, process optimization and development of drugs.
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Sales in 2024 for this segment by geographic destination (as a percentage of total 2024 sales) were: North America, 50%; Western Europe, 16%; other developed markets, 4%; and high-growth markets, 30%.
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Typical users include research, scientific, medical and surgical professionals as well as quality assurance and quality control technicians operating in pharmaceutical and biotechnology companies, contract development and manufacturing organizations (“CDMO”), clinical research organization universities, medical schools, surgical theaters and research institutions and in some cases industrial manufacturers.
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The information generated is used to diagnose disease, guide and monitor treatment and therapy, assist in managing chronic disease and assess patient status in hospital, outpatient and physicians’ office settings. The business offers instrumentation, services and related consumables in the areas of clinical chemistry, immunoassay, hematology, and microbiology.
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The life sciences consumables business bridges the gap between research and practical application, enabling the discovery, development, and manufacture of new therapies.
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The business also offers automation systems that reduce manual operation and associated cost and errors from the pre-analytical through post-analytical stages, including sample barcoding/information tracking, centrifugation, aliquoting, storage and conveyance. These systems, along with the instruments the business provides, are controlled through laboratory-level software that enables laboratory managers to monitor samples, results and lab efficiency.
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The business provides consumables and services including antibodies and assays to accelerate scientific research, plasmid DNA, RNA, critical nucleic acids and proteins used to develop and manufacture gene and cell therapies, and analytical tools and services to accelerate discovery, clinical applications and manufacturing for therapies across pharmaceutical, biopharmaceutical, diagnostic and emerging biotechnology companies, research institutions and universities.
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The anatomical pathology diagnostics products include chemical and immuno-staining instruments, reagents, antibodies and consumables; tissue embedding, processing and slicing (microtomes) instruments and related reagents and consumables; slide cover-slipping and slide/cassette marking instruments; imaging instrumentation including slide scanners, microscopes and cameras; software solutions to store, share and analyze pathology images digitally; and minimally invasive, vacuum-assisted breast biopsy and lesion excision instruments and breast surgery localization solutions.
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The clinical diagnostics businesses provide diagnostic testing instruments, consumables and software that enable laboratories and healthcare professionals to accurately diagnose, monitor and manage a wide range of diseases and health conditions. The clinical diagnostics businesses include the 7 clinical lab business, the acute care diagnostics business and the pathology diagnostics business.
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Typical users of these products include pathologists, lab managers and researchers.
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Risk Factors.” Antitrust Laws The U.S. federal government, most U.S. states and many other countries have laws that prohibit certain types of conduct deemed to be anti-competitive. Violations of these laws can result in various sanctions, including criminal and civil penalties.
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The following sections describe certain significant regulations that the Company is subject to. These are not the only regulations that the Company’s businesses must comply with. For a description of the risks related to the regulations that the Company’s businesses are subject to, refer to “Item 1A.
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Similar reporting requirements have also been enacted on the state level, and an increasing number of countries either have adopted or are considering similar laws requiring transparency of interactions with healthcare professionals.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition to inflation and interest rates, slower economic growth in the domestic and/or international markets, actual or anticipated default on sovereign debt, volatility in the currency and credit markets, high levels of unemployment or underemployment, labor availability constraints, reduced levels of capital expenditures, changes or anticipation of potential changes in government trade, fiscal, tax and monetary policies (including as a result of the recent change in administration in the U.S.), government stimulus measures and the anticipation thereof, changes in capital requirements for financial institutions, government budget negotiation dynamics, sequestration or government shut-downs, austerity measures and other challenges that affect economies of the world have in the past adversely affected, and may in the future adversely affect, the Company and its distributors, customers and suppliers, including having the effect of: • reducing demand for our products and services (in this Annual Report, references to products and services also includes software), limiting the financing available to our customers and suppliers, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies; • increasing the difficulty in collecting accounts receivable and the risk of excess and obsolete inventories; • increasing price competition in our served markets; 14 • supply interruptions, delays or cost increases, which can disrupt our ability to produce or deliver our products and/or increase our costs; • increasing the risk of impairment of goodwill and other long-lived assets, and the risk that we may not be able to fully recover the value of other assets such as real estate and tax assets; • increasing the risk that counterparties to our contractual arrangements will become insolvent or otherwise unable to fulfill their contractual obligations which, in addition to increasing the risks identified above, could result in preference actions against us; and • adversely impacting market sizes and growth rates.
Biggest changeIn addition to inflation and interest rates, slower economic growth in the domestic and/or international markets, actual or anticipated default on sovereign debt, volatility in the currency and credit markets, high levels of unemployment or underemployment, labor availability constraints, reduced levels of capital expenditures, changes or anticipation of potential changes in government trade, fiscal, tax and monetary policies (including as a result of the 2025 change in administration in the U.S.), government stimulus measures and the anticipation thereof, changes in capital requirements for financial institutions, government budget negotiation dynamics, sequestration or government shut-downs, austerity measures and other challenges that affect economies of the world have in the past adversely affected, and may in the future adversely affect, the Company and its distributors, customers and suppliers, including having the effect of: • reducing demand for our products and services, limiting the financing available to our customers and suppliers, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies; • increasing the difficulty in collecting accounts receivable and the risk of excess and obsolete inventories; • increasing price competition in our served markets; • supply interruptions, delays or cost increases, which can disrupt our ability to produce or deliver our products and/or increase our costs; • increasing the risk of impairment of goodwill and other long-lived assets, and the risk that we may not be able to fully recover the value of other assets such as real estate and tax assets; • increasing the risk that counterparties to our contractual arrangements will become insolvent or otherwise unable to fulfill their contractual obligations which, in addition to increasing the risks identified above, could result in preference actions against us; and • adversely impacting market sizes and growth rates. 15 If growth in any key economy of the world or in any of the markets we serve slows for a significant period, if there is significant deterioration in any such economy or such markets or if economic improvements do not benefit the markets we serve, our business and financial statements can be adversely affected.
Failure to obtain required regulatory clearances or approvals before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of laws or regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities, real or perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) and unfavorable or inconsistent clinical data from existing or future clinical trials can lead to FDA Form 483 Inspectional Observations, warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, recalls, seizures of adulterated or misbranded products, fines, expenses, injunctions, civil penalties, criminal penalties, consent decrees, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, refusal of the government to grant 510(k) clearance, suspension or withdrawal of approvals, pre-market notification rescissions and other adverse effects referenced under the risk factor titled “Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our business and financial statements.” Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources.
Failure to obtain required regulatory clearances or approvals before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of laws or regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities, real or perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) and unfavorable or inconsistent clinical data from existing or future clinical trials can lead to FDA Form 483 Inspectional Observations, warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, recalls, seizures of adulterated or misbranded products, fines, expenses, injunctions, civil penalties, criminal penalties, consent decrees, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, refusal of the government to grant 510(k) clearance, suspension or withdrawal of approvals, pre-market notification rescissions and other adverse effects referenced under the risk factor titled “Our businesses are subject to extensive regulation; failure to comply with those 30 regulations could adversely affect our business and financial statements.” Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources.
Our non-U.S. business (and particularly our business in high-growth markets) is subject to risks that include: • public health crises and epidemics, such as the recent COVID-19 pandemic; • interruption in the transportation of materials to us and finished goods to our customers; • increases in materials, energy, labor or other manufacturing-related costs or higher supply chain logistics costs; • differences in terms of sale, including longer payment terms than are typical in the U.S.; • local product preferences or requirements; • changes in a country’s or region’s political, legal, social, compliance, business or economic conditions, such as the devaluation of particular currencies or military conflict; • trade protection measures, tariffs, embargoes and import or export restrictions and requirements; • unexpected changes in laws or regulatory requirements, including changes in tax laws; • capital controls and limitations on ownership and on repatriation of earnings and cash; • the potential for nationalization of enterprises; • changes in local healthcare delivery, payment and reimbursement policies and programs; • complex data privacy and cybersecurity requirements; • limitations on legal rights and our ability to enforce such rights, including differing protection of intellectual property; • difficulty in staffing and managing widespread operations; • workforce instability and differing labor or employment regulations; • difficulties in implementing restructuring actions on a timely or comprehensive basis; and • greater uncertainty, risk, expense and delay in commercializing products in certain foreign jurisdictions, including with respect to product and other regulatory approvals.
Our non-U.S. business (and particularly our business in high-growth markets) is subject to risks that include: • trade protection measures, tariffs, embargoes and import or export restrictions and requirements; • public health crises and epidemics, such as the recent COVID-19 pandemic; • interruption in the transportation of materials to us and finished goods to our customers; 17 • increases in materials, energy, labor or other manufacturing-related costs or higher supply chain logistics costs; • differences in terms of sale, including longer payment terms than are typical in the U.S.; • local product preferences or requirements; • changes in a country’s or region’s political, legal, social, compliance, business or economic conditions, such as the devaluation of particular currencies or military conflict; • unexpected changes in laws or regulatory requirements, including changes in tax laws; • capital controls, limitations on ownership and on repatriation of earnings and cash and the potential for nationalization of enterprises; • changes in local healthcare delivery, payment and reimbursement policies and programs; • complex data privacy and cybersecurity requirements; • limitations on legal rights and our ability to enforce such rights, including differing protection of intellectual property; • difficulty in staffing and managing widespread operations; • workforce instability and differing labor or employment regulations; • difficulties in implementing restructuring actions on a timely or comprehensive basis; and • greater uncertainty, risk, expense and delay in commercializing products in certain foreign jurisdictions, including with respect to product and other regulatory approvals.
In addition, as a result of such claims of infringement or misappropriation, we could lose our rights to critical technology, be unable to license critical technology or sell critical products and services, be required to pay substantial damages or license fees with respect to the infringed rights, be required to license technology or other intellectual property rights from others, be required to cease marketing, manufacturing or using certain products or be required to redesign, re-engineer or re-brand our products at substantial cost, any of which could adversely impact our business and financial statements.
In addition, as a result of such claims of infringement or misappropriation, we could lose our rights to critical technology, be unable to license critical technology or sell critical 25 products and services, be required to pay substantial damages or license fees with respect to the infringed rights, be required to license technology or other intellectual property rights from others, be required to cease marketing, manufacturing or using certain products or be required to redesign, re-engineer or re-brand our products at substantial cost, any of which could adversely impact our business and financial statements.
These systems, products and services (including those we acquire through business acquisitions) are susceptible to being damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, ransomware, human error or malfeasance (including by employees), power outages, hardware failures, telecommunication or utility failures, catastrophes, war, conflicts or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate.
Our systems, products and services (including those we acquire through business acquisitions) are susceptible to being damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, ransomware, human error or malfeasance (including by employees), power outages, hardware failures, telecommunication or utility failures, catastrophes, war, conflicts or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate.
Acquisitions, investments, joint ventures and strategic relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including but not limited to the following, any of which can adversely affect our business and financial statements: • businesses, technologies, services and products that we acquire or invest in sometimes under-perform relative to our expectations and the price that we paid, fail to perform in accordance with our anticipated timetable or fail to achieve and/or sustain anticipated levels of profitability; • we from time to time incur or assume significant debt in connection with our acquisitions, investments, joint ventures or strategic relationships, which can also cause a deterioration of Danaher’s credit ratings, result in increased borrowing costs and interest expense and diminish our future access to the capital markets; • acquisitions, investments, joint ventures or strategic relationships can cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term; • pre-closing and post-closing earnings charges can adversely impact our results in any given period, and the impact may be substantially different from period-to-period; • acquisitions, investments, joint ventures or strategic relationships can create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address; • we can experience difficulty in integrating cultures, personnel, operations and financial and other controls and systems and retaining key employees and customers, and former employees of our existing businesses or businesses we acquire sometimes compete with us; • we are not always able to achieve cost savings or other synergies anticipated in connection with acquisitions, investments, joint ventures or strategic relationships; • we have assumed and may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities; and the realization of any of these liabilities or deficiencies can increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations; • in connection with acquisitions and joint ventures, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which can have unpredictable financial results and/or lead to disputes and litigation; • as a result of our acquisitions and investments, we have recorded significant goodwill and other assets on our balance sheet and if we are not able to realize the value of these assets, or if the value of our investments declines, we are required to incur impairment charges (See “Financial and Tax Risks—We may be required to recognize impairment charges for our goodwill and other intangible assets” for additional information); 19 • we may have interests that diverge from those of our joint venture partners or other strategic partners or the companies we invest in, and we are not always able to direct or influence the management and operations of the joint venture, other strategic relationship or investee in the manner we believe is most appropriate, exposing us to additional risk; and • investing in or making loans to early-stage companies often entails a high degree of risk, including uncertainty regarding the company’s ability to successfully develop new technologies and services, bring these new technologies and services to market and gain market acceptance, maintain adequate capitalization and access to cash or other forms of liquidity, and retain critical management personnel; we do not always achieve the strategic, technological, financial or commercial benefits we anticipate; we may lose our investment or fail to recoup our loan; or our investment may be illiquid for a greater-than-expected period of time.
Acquisitions (including our pending acquisition of Masimo Corporation), investments, joint ventures and strategic relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including but not limited to the following, any of which can adversely affect our business and financial statements: • businesses, technologies, services and products that we acquire or invest in sometimes under-perform relative to our expectations and the price that we paid, fail to perform in accordance with our anticipated timetable or fail to achieve and/or sustain anticipated levels of profitability; • we from time to time incur or assume significant debt in connection with our acquisitions, investments, joint ventures or strategic relationships, which can also cause a deterioration of Danaher’s credit ratings, result in increased borrowing costs and interest expense and diminish our future access to the capital markets; • acquisitions, investments, joint ventures or strategic relationships can cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term; • pre-closing and post-closing earnings charges can adversely impact our results in any given period, and the impact may be substantially different from period-to-period; • acquisitions, investments, joint ventures or strategic relationships can create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address; • we can experience difficulty in integrating cultures, personnel, operations and financial and other controls and systems and retaining key employees and customers, and former employees of our existing businesses or businesses we acquire sometimes compete with us; • we are not always able to achieve cost savings or other synergies anticipated in connection with acquisitions, investments, joint ventures or strategic relationships; • we have assumed and may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities; and the realization of any of these liabilities or deficiencies can increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations; • in connection with acquisitions and joint ventures, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which can have unpredictable financial results and/or lead to disputes and litigation; • as a result of our acquisitions and investments, we have recorded significant goodwill and other assets on our balance sheet and if we are not able to realize the value of these assets, or if the value of our investments declines, we are required to incur impairment charges (see “Financial and Tax Risks—We may be required to recognize impairment charges for our goodwill and other intangible assets” for additional information); • we may have interests that diverge from those of our joint venture partners or other strategic partners or the companies we invest in, and we are not always able to direct or influence the management and operations of the joint venture, other strategic relationship or investee in the manner we believe is most appropriate, exposing us to additional risk; and 20 • investing in or making loans to early-stage companies often entails a high degree of risk, including uncertainty regarding the company’s ability to successfully develop new technologies and services, bring these new technologies and services to market and gain market acceptance, maintain adequate capitalization and access to cash or other forms of liquidity, and retain critical management personnel; we do not always achieve the strategic, technological, financial or commercial benefits we anticipate; we may lose our investment or fail to recoup our loan; or our investment may be illiquid for a greater-than-expected period of time.
Failure to comply with the requirements of the GDPR and the applicable national data protection laws of the EU member states and other states subject to the GDPR may result in fines of up to €20 million or up to 4% of total worldwide annual turnover for the preceding financial year, whichever is higher, and other administrative penalties.
For example, failure to comply with the requirements of the GDPR and the applicable national data protection laws of the EU member states and other states subject to the GDPR may result in fines of up to €20 million or up to 4% of total worldwide annual turnover for the preceding financial year, whichever is higher, and other administrative penalties.
Climate change, legal or regulatory measures to address climate change and other sustainability topics and any inability on our part to address stakeholder expectations relating to climate change and other sustainability topics may negatively affect us. Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere presents risks to our operations.
Climate change, legal or regulatory measures to address climate change and other sustainability topics and any inability on our part to address the range of stakeholder expectations relating to climate change and other sustainability topics may negatively affect us. Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere presents risks to our operations.
As a result, the tax laws in the U.S. and other countries in which we do business could change on a prospective or retroactive basis, and any such changes could adversely affect our business and financial statements. 26 Military conflicts (such as the conflicts between Russia and Ukraine and in the Middle East) can adversely affect our business and financial statements.
As a result, the tax laws in the U.S. and other countries in which we do business could change on a prospective or retroactive basis, and any such changes could adversely affect our business and financial statements. Military conflicts (such as the conflicts between Russia and Ukraine and in the Middle East) can adversely affect our business and financial statements.
For example, certain governments have implemented policies to induce “re-shoring” of supply chains, reduce reliance on imported supplies and promote national production. The Chinese government has issued a series of policies in the past several years to promote the development and use of local medical devices.
In addition, certain governments have implemented policies to induce “re-shoring” of supply chains, reduce reliance on imported supplies and promote national production. For example, the Chinese government has issued a series of policies in the past several years to promote the development and use of local medical devices.
We can also become subject to additional remedial, compliance or personal injury costs due to future events such as changes in existing laws or regulations, changes in agency direction or enforcement policies, developments in remediation technologies, changes in the conduct of our operations and changes in accounting rules.
We can also become subject to additional remedial, compliance or 31 personal injury costs due to future events such as changes in existing laws or regulations, changes in agency direction or enforcement policies, developments in remediation technologies, changes in the conduct of our operations and changes in accounting rules.
Disputes or litigations regarding intellectual property can be costly and time-consuming to defend due to the complexity of many of our technologies and the uncertainty of intellectual property litigation. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement or misappropriation.
Disputes or litigation regarding intellectual property can be costly and time-consuming to defend due to the complexity of many of our technologies and the uncertainty of intellectual property litigation. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement or misappropriation.
Any of these developments can 28 adversely affect our business and financial statements in any particular period. There can be no assurance that our liabilities in connection with current and future litigation and other legal and regulatory proceedings will not exceed our estimates or adversely affect our financial statements and business.
Any of these developments can adversely affect our business and financial statements in any particular period. There can be no assurance that our liabilities in connection with current and future litigation and other legal and regulatory proceedings will not exceed our estimates or adversely affect our financial statements and business.
Any of these manufacturing problems could result in adverse impacts to our business and financial statements. 22 Our financial results are subject to fluctuations in the cost and availability of the supplies that we use in, and the labor we need for, our operations.
Any of these manufacturing problems could result in adverse impacts to our business and financial statements. Our financial results are subject to fluctuations in the cost and availability of the supplies that we use in, and the labor we need for, our operations.
In addition, any failure to adequately address regulatory requirements (such as the new regulations certain jurisdictions have adopted relating to false or misleading claims about a company’s sustainability practices, and recent changes in U.S. federal law and policy related to diversity practices) or stakeholder expectations with respect to sustainability matters may result in penalties, loss of business, adverse reputational impacts, diluted market valuations and challenges in attracting and retaining customers and employees.
In addition, any failure to adequately address regulatory requirements (such as the new regulations certain jurisdictions have adopted relating to false or misleading claims about a company’s sustainability practices, and changes in U.S. federal law and policy related to diversity practices) or the range of stakeholder expectations with respect to sustainability matters may result in penalties, loss of business, adverse reputational impacts, diluted market valuations and challenges in attracting and retaining customers and employees.
We have established policies and procedures designed to help ensure compliance with such laws and regulations but there can be no assurance that the policies and procedures have prevented and will prevent violations of these regulations, and any such violation can adversely affect our business and financial statements. • We also have agreements to sell products and services to government entities as well as agreements relating to government financing, as discussed above (less than 5% of our 2024 sales were made to the U.S. federal government).
We have established policies and procedures designed to help ensure compliance with such laws and regulations but there can be no assurance that the policies and procedures have prevented and will prevent violations of these regulations, and any such violation can adversely affect our business and financial statements. • We also have agreements to sell products and services to government entities as well as agreements relating to government financing, as discussed above (less than 5% of our 2025 sales were made to the U.S. federal government).
Errors, defects, security issues or other vulnerabilities in third-party technology or in the integration of third-party technology with our systems could result in errors that could harm our business.
Errors, defects, security issues or other vulnerabilities in third-party technology or in the integration of third-party technology with our systems or products could result in errors that could harm our business.
It is still unclear whether and to what extent these new rates will affect overall pricing and reimbursement for clinical laboratory testing services, but to the extent our customers conclude that Medicare reimbursement for these services is inadequate, it can in turn adversely impact the prices at which we sell our products.
It is still unclear whether and to what extent these new rates will affect overall pricing and reimbursement for clinical laboratory testing services, but to the extent our customers conclude that Medicare reimbursement for these services is inadequate, it can adversely impact the prices at which we sell our products.
Moreover, any insurance or indemnification rights that we have may be insufficient or unavailable to protect us against such losses.
Moreover, any insurance or indemnification rights that we have may be insufficient or unavailable to protect us against 29 such losses.
Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition, including laws and policies in areas such as trade, manufacturing, government purchasing, healthcare, intellectual property and investment/development, can adversely affect our business and financial statements.
Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition, including laws and policies in areas such as trade, manufacturing, government purchasing, healthcare, intellectual property, regulatory enforcement and investment/development, can adversely affect our business and financial statements.
Our facilities, supply chains, distribution systems and information technology systems are subject to catastrophic loss due to fire, flood, cyber-attack, earthquake, hurricane, power shortage or outage, public health crisis (including epidemics and pandemics) and the reaction thereto, war, terrorism, riot, public protest or other natural or man-made disasters, such as the COVID-19 pandemic and the damage caused to our facilities by Hurricane Maria in Puerto Rico in 2017.
Our facilities, supply chains, distribution systems and IT systems are subject to catastrophic loss due to fire, flood, cyber-attack, earthquake, hurricane, power shortage or outage, public health crisis (including epidemics and pandemics) and the reaction thereto, war, terrorism, riot, public protest or other natural or man-made disasters, such as the COVID-19 pandemic and the damage caused to our facilities by Hurricane Maria in Puerto Rico in 2017.
In 2024 and prior periods, we recognized impairment charges relating to certain non-goodwill intangible assets, and in the future, we could recognize charges related to the impairment of goodwill or other intangible assets. Any such impairment charges adversely affect our financial statements in the periods recognized. Foreign currency exchange rates can adversely affect our financial statements.
In 2025 and prior periods, we recognized impairment charges relating to certain non-goodwill intangible assets, and in the future, we could recognize charges related to the impairment of goodwill or other intangible assets. Any such impairment charges adversely affect our financial statements in the periods recognized. Foreign currency exchange rates can adversely affect our financial statements.
The recent change in U.S. administration may also result in changes that unfavorably impact the healthcare industry and our business. • Other countries, as well as some private payors, also control the price of healthcare products, directly or indirectly, through reimbursement, payment, pricing or coverage limitations, tying reimbursement to outcomes or (in the case of governmental entities) through compulsory licensing or limiting of intellectual property protections.
The 2025 change in U.S. administration may also result in further changes that unfavorably impact the healthcare industry and our business. • Other countries, as well as some private payors, also control the price of healthcare products, directly or indirectly, through reimbursement, payment, pricing or coverage limitations, tying reimbursement to outcomes or (in the case of governmental entities) through compulsory licensing or limiting of intellectual property protections.
In 2024, Russia, Ukraine and Israel sales combined accounted for less than 1% of the Company’s sales. Legal, Regulatory, Compliance and Reputational Risks Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements.
In 2025, Russia, Ukraine and Israel sales combined accounted for less than 1% of the Company’s sales. 27 Legal, Regulatory, Compliance and Reputational Risks Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements.
In addition, our information technology systems require an ongoing commitment of significant resources to maintain and enhance existing systems and develop new systems to keep pace with continuing changes in information processing technology, evolving legal and regulatory standards, evolving customer expectations, changes in the techniques used to obtain unauthorized access to data and information systems, and the information technology needs associated with our changing products and services.
Our IT systems require an ongoing commitment of significant resources to maintain and enhance existing systems and develop new systems to keep pace with continuing rapid changes in information processing technology, evolving legal and regulatory standards, evolving customer expectations, changes in the techniques used to obtain unauthorized access to data and information systems, and the IT needs associated with our changing products and services.
In addition to the environmental, health, safety, healthcare, medical device, anticorruption, data privacy, artificial intelligence, sustainability and other regulations noted elsewhere in this Annual Report, our businesses are subject to extensive regulation by U.S. and non-U.S. governmental and self-regulatory entities at the supranational, federal, state, local and other jurisdictional levels, including for example the following: 27 • We are required to comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain customers, business partners and other persons and dealings between our employees and between our subsidiaries.
In addition to the environmental, health, safety, healthcare, medical device, anticorruption, data privacy, AI, sustainability and other regulations noted elsewhere in this Annual Report, our businesses are subject to extensive regulation by U.S. 28 and non-U.S. governmental and self-regulatory entities at the supranational, federal, state, local and other jurisdictional levels, including for example the following: • We are required to comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain customers, business partners and other persons and dealings between our employees and between our subsidiaries.
Financial and Tax Risks From time to time our outstanding debt has increased significantly as a result of acquisitions, and we may incur additional debt in the future.
Financial and Tax Risks From time to time our outstanding debt has increased significantly as a result of acquisitions, and we expect to incur additional debt in the future.
Like most multinational corporations, our information technology systems and data have been subject to computer viruses, malicious codes, unauthorized access and other cyber-attacks and we expect the sophistication and frequency of such attacks to continue to increase.
Like most multinational corporations, our IT systems and data have been subject to computer viruses, malicious codes, unauthorized access and other cyber-attacks and we expect the sophistication and frequency of such attacks to continue to increase.
Any of these factors could adversely affect our business and financial statements in any given period. Uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products may result in harm to our business and reputation.
Any of these factors could adversely affect our business and financial statements in any given period. Uncertainties with respect to the development, deployment, and use of AI in our business and products may result in harm to our business and reputation.
International business risks have in the past and may in the future negatively affect our business and financial statements. In 2024 we generated approximately 12% of our sales from continuing operations from China. Accordingly, political, economic, legal, compliance, social and business conditions in China generally can adversely influence our business and financial statements.
International business risks have in the past and may in the future negatively affect our business and financial statements. In 2025 we generated approximately 11% of our sales from continuing operations from China. Accordingly, political, economic, legal, compliance, social and business conditions in China generally can adversely influence our business and financial statements.
Any inability to maintain reliable information technology systems and appropriate controls with respect to global data privacy and security requirements and prevent data breaches can result in adverse regulatory and business consequences and litigation.
Any inability to maintain reliable IT systems and appropriate controls with respect to global data privacy and security requirements and prevent data breaches can result in adverse regulatory and business consequences and litigation.
These factors increase the risk that such data, intellectual property and technology could be stolen or otherwise compromised; • Certain of our products have been counterfeited and we may encounter additional and/or increased levels of counterfeiting in the future; • Governmental entities may adopt regulations or other requirements that give them rights to certain of our intellectual property, technology and/or proprietary information, such as through compulsory licensing or ownership restrictions or requirements; • In certain countries, we do not have the same ability to enforce intellectual property rights as we do in the U.S.; • Governmental regulations relating to state secrecy or other topics limit our ability to transfer data or technology out of certain jurisdictions; and • Risks, costs and challenges of operating in a particular jurisdiction can result in a decision to relocate or divert operations to a different jurisdiction, potentially at higher cost.
These factors increase the risk that such data, intellectual property and technology could be stolen or otherwise compromised; • Certain of our products have been counterfeited and we may encounter additional and/or increased levels of counterfeiting in the future; • Governmental entities may adopt regulations or other requirements that give them rights to certain of our intellectual property, technology and/or proprietary information, or limit our ability to transfer data or technology out of certain jurisdictions; • In certain countries, we do not have the same ability to enforce intellectual property rights as we do in the U.S.; and • Risks, costs and challenges of operating in a particular jurisdiction can result in a decision to relocate or divert operations to a different jurisdiction, potentially at higher cost.
The realization of any of these risks could adversely affect our business and financial statements. 18 Acquisition, Divestiture and Investment Risks Any inability to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our business.
The realization of any of these risks could adversely affect our business and financial statements. Acquisition, Divestiture and Investment Risks Failing to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, can negatively impact our business.
In addition, we had the ability to incur approximately $4.0 billion of additional indebtedness in direct borrowings or under our outstanding commercial paper facilities based on the amounts available under our credit facilities that were not being used to backstop outstanding commercial paper balances.
In addition, we had the ability to incur approximately $3.9 billion of additional indebtedness in direct borrowings or under our outstanding commercial paper facilities based on the amounts available under our credit facilities that were not being used to backstop outstanding commercial paper balances.
Our business is sensitive to general economic conditions, such as the elevated inflation and interest rates experienced in domestic and international markets in recent years as well as the market disruptions and uncertainties that have followed the recent change in administration in the U.S..
Our business is sensitive to general economic conditions, such as elevated inflation and interest rates that have been experienced in domestic and international markets in recent years as well as the policy disruptions and uncertainties that have followed the 2025 change in administration in the U.S.
We are also subject to various laws regulating fraud and abuse, research and development, pricing and sales and marketing practices, the privacy and security of health information as well as manufacturing and quality standards, including the federal regulations described in “Item 1.
We are also subject to various laws regulating fraud and abuse, R&D, pricing and sales and marketing practices, the privacy and security of health information as well as manufacturing and quality standards, including the federal regulations described in “Item 1.
Uncertainty or adverse changes to conditions in China or the policies of China’s government or its laws and regulations can adversely affect the overall economic growth of China, or of the particular industries in which we participate, and can adversely affect our business and financial statements.
Uncertainty or adverse changes to conditions in China or the policies of China’s government or its laws and regulations can adversely affect the overall economic growth of China, or of the particular industries in which we participate, and have adversely affected and may in the future adversely affect our business and financial statements.
Relying on these relationships is risky because, among other things, our business partners may (1) not devote sufficient resources to the success of our collaborations; (2) fail to obtain regulatory approvals necessary to continue the collaborations in a timely manner; (3) be acquired by other companies and terminate our partnership or become insolvent; (4) compete with us; (5) disagree with us on key details of the business relationship; (6) have insufficient capital resources; (7) fail to comply with applicable laws, regulatory requirements and/or applicable contractual obligations; and (8) terminate or decline to renew existing relationships on acceptable terms, which may require us to devote additional resources to product development and commercialization and/or cancel programs.
Relying on these relationships is risky because, among other things, our business partners may (1) have insufficient capital resources or otherwise fail to devote sufficient resources to the success of our collaborations; (2) fail to obtain regulatory approvals necessary to continue the collaborations in a timely manner; (3) compete with us; (4) disagree with us on key details of the business relationship; (5) fail to comply with applicable laws, regulatory requirements and/or applicable contractual obligations; and (6) become insolvent or terminate or decline to renew existing relationships on acceptable terms, which may require us to devote additional resources to product development and commercialization and/or cancel programs.
Our success depends on several factors, including our ability to: • correctly identify customer needs and preferences and predict future needs and preferences; • allocate our R&D funding to products and services with higher growth prospects; • anticipate and respond to our competitors’ development of new products and services and technological innovations; • differentiate our offerings from our competitors’ offerings and avoid commoditization; • innovate and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have valuable applications in our served markets; • obtain adequate intellectual property rights with respect to key technologies before our competitors do; • successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time; 15 • obtain necessary regulatory approvals of appropriate scope (including with respect to medical device products by demonstrating satisfactory clinical results where applicable as well as achieving third-party reimbursement); and • stimulate customer demand for and convince customers to adopt new technologies.
Our success depends on several factors, including our ability to: • correctly identify customer needs and preferences, predict future needs and preferences, anticipate and respond to our competitors’ innovation and allocate R&D funding accordingly; • differentiate our offerings from our competitors’ offerings and avoid commoditization; • innovate and develop new technologies and applications acquire or obtain rights to third-party technologies that may have valuable applications in our served markets and convince customers to adopt new technologies; • obtain adequate intellectual property rights with respect to key technologies before our competitors do; • successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time; and • obtain necessary regulatory approvals of appropriate scope (including with respect to medical device products by demonstrating satisfactory clinical results where applicable as well as achieving third-party reimbursement).
If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously harmed.
If we suffer loss to our facilities, supply chains, distribution systems or IT systems due to catastrophe or other events, our operations could be seriously harmed.
We rely on information technology systems, some of which are provided and/or managed by third-parties, to process, transmit and store electronic information (including sensitive data such as confidential business information and personal data relating to employees, customers, other business partners and patients), and to manage or support a variety of critical business processes and activities (such as receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations).
We rely on IT systems, some of which are provided and/or managed by third-parties, to collect, use, store, transfer and otherwise process electronic information (including sensitive data such as confidential business information and personal 21 data relating to employees, customers, other business partners and patients), and to manage or support a variety of critical business processes and activities (such as receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations).
Our existing and future indebtedness may limit our operations and our use of our cash flow and negatively impact our credit ratings; and any failure to comply with the covenants that apply to our indebtedness could adversely affect our business and financial statements. As of December 31, 2024, we had approximately $16.0 billion in outstanding indebtedness.
Our existing and future indebtedness may limit our operations and our use of our cash flow and negatively impact our credit ratings; and any failure to comply with the covenants that apply to our indebtedness could adversely affect our business and financial statements. As of December 31, 2025, we had approximately $18.4 billion in outstanding indebtedness.
In addition to suspending sales prohibited by sanctions, the Company has suspended the shipment of products to Russia with the exception of products for the purposes of diagnosing and treating patients and producing vaccines and therapeutics. Military conflicts also heighten other risks disclosed in this Annual Report, any of which can adversely affect our business and financial statements.
Military conflicts also heighten other risks disclosed in this Annual Report, any of which can adversely affect our business and financial statements. The Company has suspended the shipment of products to Russia with the exception of products for the purposes of diagnosing and treating patients and producing vaccines and therapeutics.
All of the factors described above can adversely affect our business and financial statements. 16 Non-U.S. economic, political, legal, compliance, social and business factors can negatively affect our business and financial statements. In 2024 approximately 58% of our sales from continuing operations were derived from customers outside the U.S.
All of the factors described above can adversely affect our business and financial statements. Non-U.S. economic, political, legal, compliance, social and business factors can negatively affect our business and financial statements. In 2025 approximately 59% of our sales from continuing operations were derived from customers outside the U.S.
Conversely, any failure to successfully develop and deploy AI in our business activities, products and services could adversely affect our competitiveness (particularly if our competitors successfully deploy AI in their businesses, products and services), and the development and deployment of AI will require additional investment and increase our costs.
Conversely, any failure to successfully develop and deploy AI in our business activities, products and services could adversely affect our competitiveness (particularly if our competitors successfully deploy AI in their businesses, products and services), and the development and deployment of AI has required and will require additional investment that increases our costs.
Promising acquisitions and investments are difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers or investors, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms.
Promising acquisitions and investments, such as our pending acquisition of Masimo Corporation, are difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers or investors, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms.
If we add new debt in the future, the risks described above would increase. We may be required to recognize impairment charges for our goodwill and other intangible assets. As of December 31, 2024, the net carrying value of our goodwill and other intangible assets totaled approximately $59.1 billion.
If we add new debt in the future, the risks described above would increase. 26 We may be required to recognize impairment charges for our goodwill and other intangible assets. As of December 31, 2025, the net carrying value of our goodwill and other intangible assets totaled approximately $61.0 billion.
In addition, some of our remote monitoring products and services incorporate software and information technology that house personal data and some products or software we sell to customers connect to our systems for maintenance or other purposes.
In addition, some of our products and services, including those related to remote monitoring, incorporate software and IT that house personal data and some products or software we sell to customers connect to our systems for maintenance or other purposes.
Unexpected or inconsistent clinical data from existing or future clinical trials, or a regulator’s or market perception of these clinical data, can adversely impact our ability to obtain product approvals, our position in, and share of, the markets in which we participate and our business and financial statements.
Unexpected or inconsistent clinical data from existing or future clinical trials, a regulator’s or market perception of these clinical data and policy changes in a government’s or regulator’s receptiveness to approving particular technologies and products, can adversely impact our ability to obtain product approvals, our position in, and share of, the markets in which we participate and our business and financial statements.
The global healthcare regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations.
The global healthcare regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations. Please see “Item 1. Business—Regulatory Matters” for more information.
We are in the early stages of incorporating artificial intelligence (“AI”) into our business activities and our product and service offerings. As with many innovations, AI presents risks and challenges that could adversely impact our business.
We are in the early stages of incorporating AI, including machine learning technologies, into our business activities and our product and service offerings. As with many innovations, AI presents risks and challenges that could adversely impact our business.
However, based on our experience, information and applicable law as of the date of this Annual Report, we do not believe that it is reasonably possible that any amounts we may be required to pay in connection with litigation and other legal and regulatory proceedings in excess of our reserves as of December 31, 2024 will have a material effect on our business or financial statements.
However, based on the information we have as of the date of this Annual Report we do not believe that it is reasonably possible that any amounts we may be required to pay in connection with environmental matters in excess of our reserves as of December 31, 2025, will have a material effect on our business or financial statements.
Unauthorized tampering, adulteration or interference with our products may also adversely affect product functionality and result in loss of data, risk to patient safety and product recalls or field actions. In addition, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks.
Unauthorized tampering, adulteration or interference with our products may also adversely affect product functionality and result in loss of data, risk to patient safety and product recalls or field actions. In addition, the rapid evolution and increased adoption of AI, including adopted by computer hackers or other malicious actors, may intensify our cybersecurity risks.
Any significant change in any of these regulations (or in the interpretation or application thereof) can reduce demand for, increase our costs of producing or delay the introduction of new or modified products and services, or restrict our existing activities, products and services.
We develop, configure and market our products and services to meet customer needs created by these regulations. Any significant change in any of these regulations (or in the interpretation or application thereof) can reduce demand for, increase our costs of producing or delay the introduction of new or modified products and services, or restrict our existing activities, products and services.
Tax Cuts and Jobs Act (“TCJA”)), the ambiguity of tax laws and regulations, the subjectivity of factual interpretations, the complexity of our intercompany arrangements, uncertainties regarding the geographic mix of earnings in any particular period, and other factors, our estimates of effective tax rate and income tax assets and liabilities can be incorrect and our financial statements could be adversely affected; please refer to “Item 7.
Due to the potential for changes to tax laws and regulations or changes to the interpretation thereof (including regulations and interpretations pertaining to the One Big Beautiful Bill Act (“OBBBA”)), the ambiguity of tax laws and regulations, the subjectivity of factual interpretations, the complexity of our intercompany arrangements, uncertainties regarding the geographic mix of earnings in any particular period, and other factors, our estimates of effective tax rate and income tax assets and liabilities can be incorrect and our financial statements could be adversely affected; please refer to “Item 7.
In addition, promising new offerings may fail to reach the market or realize only limited commercial success because of real or perceived efficacy or safety concerns, failure to achieve positive clinical outcomes, uncertainty over third-party reimbursement or entrenched patterns of clinical practice. Competitors may also develop after-market services and parts for our products which may detract from our sales.
In addition, promising new offerings may fail to reach the market or realize only limited commercial success because of real or perceived efficacy or safety concerns, failure to achieve positive clinical outcomes, uncertainty over third-party reimbursement or entrenched patterns of clinical practice.
Government investigations and enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in civil and criminal, monetary and non-monetary penalties and damage to customer, patient, business partner and employee relationships and to our reputation, any of which may adversely affect our business and financial statements.
Data privacy regulation and enforcement continues to evolve, with recent, increased focus on topics such as the use of AI, biometrics and surveillance technologies. 22 Government investigations and enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in civil and criminal, monetary and non-monetary penalties and damage to customer, patient, business partner and employee relationships and to our reputation, any of which may adversely affect our business and financial statements.
Our liability insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches. In addition, any businesses that we acquire may further expose us to the risks set forth above.
Our liability insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches. In addition, any businesses or technologies that we acquire may exacerbate the risks set forth above, for example due to acquired vulnerabilities or threats that were unknown or were ineffectively managed.
The healthcare industry and related industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce (and increase the predictability of) costs, which can adversely affect our business and financial statements.
Competitors may also develop after-market services and parts for our products which may detract from our sales. 16 The healthcare industry and related industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce (and increase the predictability of) costs, which can adversely affect our business and financial statements.
For example, our ability to achieve our current and future sustainability goals is uncertain and remains subject to numerous risks, including evolving regulatory requirements and stakeholder expectations, our ability to recruit, develop and retain a diverse workforce, the availability of suppliers and other business partners that can meet our sustainability expectations, the effects of the organic and inorganic growth of our business, cost considerations, the availability of third-party performance or data beyond our control and third-party development of cost-effective technologies or resources that are made available to us and support our goals.
For example, our ability to achieve our current and future sustainability goals is uncertain and remains subject to numerous risks, including evolving regulatory requirements and stakeholder expectations, the availability of suppliers and other business partners that can meet our sustainability expectations, the effects of the organic and inorganic growth of our business, cost considerations, the availability of third-party performance or data beyond our control and third-party development of cost-effective technologies or resources that are made available to us and support our goals. 23 The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our business and financial statements could suffer.
Our profitability could also be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations, including those caused by seasonality or cyclicality. During a market upturn, suppliers from time to time extend lead times, limit supplies or increase prices.
Our profitability could also be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations, including those caused by seasonality or cyclicality.
To the extent we develop and sell products to help epidemics or pandemics in the future, as such epidemics/pandemics evolve we may experience volatility and declines in demand that are unanticipated in timing or magnitude, which could adversely affect our business and financial statements.
Any future epidemic or pandemic could negatively impact the economies and financial markets of the world and our business and financial statements. To the extent we develop and sell products to address epidemics or pandemics, we may experience volatility and declines in demand that are unanticipated in timing or magnitude, which could adversely affect our business and financial statements.
Concern over climate change can also result in new or additional legal, regulatory or quasi-regulatory requirements designed to reduce greenhouse gas emissions, mitigate the effects of climate change on the environment (such as taxation of, or caps on the use of, carbon-based energy) and/or increase disclosures with respect thereto.
Concern over climate change can also result in new or additional legal, regulatory or quasi-regulatory requirements designed to reduce greenhouse gas emissions, mitigate the effects of climate change on the environment and/or increase disclosures with respect thereto, such as California laws requiring certain companies to disclose greenhouse gas emissions data and climate-related financial risks.
In addition, compliance with the varying data privacy regulations across the U.S. and around the world has required significant expenditures and may require additional expenditures, and may require further changes in our products or business models that increase expenses or reduce revenue. 21 Defects and unanticipated use or inadequate disclosure with respect to our products or services, or allegations thereof, can adversely affect our business and financial statements.
In addition, compliance with the varying data privacy regulations across the U.S. and around the world has required significant expenditures and may require additional expenditures, and may require further changes in our products or business models that increase expenses or reduce revenue.
If our credit ratings are downgraded or put on watch for a potential downgrade, we may not be able to sell additional debt securities or borrow money in the amounts, at the times or interest rates or upon the more favorable terms and conditions that might be available if our current credit ratings were maintained. 25 Our credit facilities and long-term debt obligations also impose certain restrictions on us, including certain restrictions on our ability to incur liens on our assets, and a requirement under our credit facilities to not exceed a specified, consolidated leverage ratio.
If our credit ratings are downgraded or put on watch for a potential downgrade, we may not be able to sell additional debt securities or borrow money in the amounts, at the times or interest rates or upon the more favorable terms and conditions that might be available if our current credit ratings were maintained.
From time to time our outstanding debt has increased significantly as a result of acquisitions, and we may incur additional debt in the future.
From time to time our outstanding debt has increased significantly as a result of acquisitions, and we may incur additional debt in the future. For example, the Company expects to incur debt to finance a portion of the purchase price for our pending acquisition of Masimo Corporation.
Certain of our businesses have also experienced recent, cyclical dynamics as a result of factors such as inventory de-stocking, high interest rates and depressed funding levels for biotechnology companies. 17 In addition, in certain of our businesses demand depends on customers’ capital spending budgets, government funding policies and interest rates, and matters of public policy and government budget, fiscal and monetary dynamics as well as product and economic cycles can affect the spending decisions of these entities.
In addition, in certain of our businesses demand depends on customers’ capital spending budgets, government funding policies (including research funding policies) and interest rates, and matters of public policy and government budget, fiscal and monetary dynamics as well as product and economic cycles can affect the spending decisions of these entities.
Ensuring that our operations and business arrangements with third parties comply with applicable laws and regulations also involves substantial costs. 29 Our products can be subject to human clinical trials, the results of which may be unexpected, or perceived as unfavorable by the market, and could adversely affect our business and financial statements.
Our products can be subject to human clinical trials, the results of which may be unexpected, or perceived as unfavorable by the market, and could adversely affect our business and financial statements.
In addition, any disruption or failure in the AI functionality we incorporate into our business activities, products or services could adversely impact our business or result in delays or errors in our offerings.
For example, AI algorithms may be flawed or may be based on datasets that are biased or insufficient or contain errors. In addition, any disruption or failure in the AI functionality we incorporate into our business activities, products or services could adversely impact our business or result in delays or errors in our offerings.
We compete in markets in which we and our customers must comply with supranational, federal, state, local and other jurisdictional regulations, such as regulations governing health and safety, the environment, food and drugs and privacy. We develop, configure and market our products and services to meet customer needs created by these regulations.
Changes in governmental regulations can reduce demand for our products or services or increase our expenses. We compete in markets in which we and our customers must comply with supranational, federal, state, local and other jurisdictional regulations, such as regulations governing health and safety, the environment, food and drugs and privacy.
The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our business and financial statements could suffer. The manufacture of many of our products is a highly exacting and complex process, due in part to strict regulatory requirements.
The manufacture of many of our products is a highly exacting and complex process, due in part to strict regulatory requirements.
Demand for our products and services is also sensitive to changes in customer order patterns, which may be affected by announced price changes, marketing or promotional programs, new product introductions, the timing of industry trade shows and changes in distributor or customer inventory levels due to distributor or customer management thereof or other factors.
The availability of governmental research funding has been, and may in the future be, adversely affected by policy changes, economic conditions and governmental spending reductions, including the downsizing or reduced funding of certain government agencies. 18 Demand for our products and services is also sensitive to changes in customer order patterns, which may be affected by announced price changes, marketing or promotional programs that may accelerate demand in a particular fiscal period and diminish demand in subsequent periods, new product introductions, the timing of industry trade shows and changes in distributor or customer inventory levels due to distributor or customer management thereof or other factors.
We may not be able to consummate acquisitions at rates similar to the past, which could adversely impact our business.
Over the past several years we have not 19 consummated acquisitions at rates similar to our historical practice and going forward we may not be able to consummate acquisitions at rates similar to our historical practice, which can adversely impact our business.
If any such transaction is determined to be taxable for U.S. federal income tax purposes, our stockholders that are subject to U.S. federal income tax and we could incur significant U.S. federal income tax liabilities. 20 Operational Risks Significant disruptions in, or breaches in security of, our information technology systems or data or violation of data privacy laws can adversely affect our business and financial statements.
If any such transaction is determined to be taxable for U.S. federal income tax purposes, our stockholders that are subject to U.S. federal income tax and we could incur significant U.S. federal income tax liabilities.
Military conflicts (such as the conflicts between Russia and Ukraine and in the Middle East) can adversely affect our business and financial statements.
Military conflicts (such as the conflicts between Russia and Ukraine and in the Middle East) can adversely affect our business and financial statements, including as a result of sanctions, embargoes, regional instability, geopolitical shifts and adverse impacts on energy supplies and prices.
Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired.
Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired. Ensuring that our operations and business arrangements with third-parties comply with applicable laws and regulations also involves substantial costs.
Our quarterly sales and profits depend substantially on the volume and timing of orders received during the quarter, which are difficult to forecast. Any decline or lower than expected growth in our served markets can diminish demand for our products and services and adversely affect our business and financial statements.
Our quarterly sales and profits depend substantially on the volume and timing of orders received during the quarter, which are difficult to forecast.
The development, adoption, and use of AI technologies are still in their early stages and ineffective or inadequate AI development or deployment practices could result in unintended consequences. For example, AI algorithms may be flawed or may be based on datasets that are biased or insufficient.
The development, adoption, and use of AI technologies are still in their early stages and ineffective, inadequate or premature AI development or deployment practices could result in unintended consequences such as competitive harm, regulatory penalties, legal liability or brand or reputational harm.
There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI. Any of the foregoing may result in decreased demand for our products or harm to our business, financial statements or reputation.
There also may be real or perceived social harm, unfairness, or other outcomes that could undermine public confidence in the use and deployment of AI. Incorporating AI into our business operations presents new risks relating to intellectual property, disclosure of confidential data, data protection, data privacy and cybersecurity.
Any of the circumstances described above could adversely impact our business and financial statements. 23 Intellectual Property Risks If we are unable to adequately protect our intellectual property, or if third-parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights.
If we are less successful in our recruiting efforts, if we cannot retain and motivate highly skilled workers and key leaders, or if we experience labor disputes or unionization, our business and financial statements may be adversely affected. 24 Intellectual Property Risks If we are unable to adequately protect our intellectual property, or if third-parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTo manage these risks, we maintain technical security controls as well as processes designed to facilitate Danaher’s identification of third-party cybersecurity risks. 31 Key elements of Danaher’s annual Enterprise Risk Management (“ERM”) program include an inventory and classification of key risk areas and topics; a methodology for scoring risks based on the risk’s probability, severity and velocity of impact, and for trending key risks; and a framework for developing and implementing countermeasures for key risks.
Biggest changeKey elements of Danaher’s annual Enterprise Risk Management (“ERM”) program include an inventory and classification of key risk areas and topics; a methodology for scoring risks based on probability, severity and velocity of impact, and for trending key risks; and a framework for developing and implementing countermeasures for key risks.
Every year, associates in applicable job categories are required to take information security and protection training as part of the Danaher Annual Training Program. We also conduct regular education and training for our associates through cyber-event simulations. We strive to implement and maintain layered controls designed to prevent and, where necessary, detect and respond to cybersecurity threats.
Every year, associates in applicable job categories are required to take information security and protection training as part of the Danaher Annual Training Program. We also conduct regular education and training for our associates through cyber-event simulations. 32 We strive to implement and maintain layered controls designed to prevent and, where necessary, detect and respond to cybersecurity threats.
Information technology/cybersecurity is one of five topical areas required to be addressed as part of the annual ERM program. IT and cybersecurity risks are required to be scored using the same methodology applied to all other risk categories, which facilitates an evaluation of the significance and prioritization of cyber-related risks relative to wider business risks.
IT/cybersecurity is one of five topical areas required to be addressed as part of the annual ERM program. IT and cybersecurity risks are required to be scored using the same methodology applied to all other risk categories, which facilitates an evaluation of the significance and prioritization of cyber-related risks relative to wider business risks.
Our physical controls are designed to restrict access to locations that house significant physical information technology assets. Our technical preventive controls include access restrictions and network security technologies. Our notification policies and processes are designed to have notifications and alerts escalated to the appropriate personnel on a timely basis to support effective review, response and compliance with legal requirements.
Our physical controls are designed to restrict access to locations that house significant physical IT assets. Our technical preventive controls include access restrictions and network security technologies. Our notification policies and processes are designed to have notifications and alerts escalated to the appropriate personnel on a timely basis to support effective review, response and compliance with legal requirements.
We maintain cybersecurity policies that articulate Danaher’s expectations and requirements with respect to topics such as acceptable use of technology and data, data privacy, risk management, education and awareness and event and incident management.
We maintain enterprise-wide cybersecurity policies that articulate Danaher’s expectations and requirements with respect to topics such as acceptable use of technology and data, data privacy, risk management, education and awareness and event and incident management.
Danaher’s CISO has served for more than 20 years in various information security roles, including serving as the Chief Information Security Officer of two large, publicly-traded companies prior to joining Danaher. The CISO is supported by the Information Risk Steering Committee (“IRSC”), a management committee comprising senior members of the information technology, legal, privacy, finance, internal audit and communications functions.
Danaher’s CISO has served for more than 20 years in various information security roles, including serving as the CISO of two large, publicly-traded companies prior to joining Danaher. The CISO is supported by the Information Risk Steering Committee (“IRSC”), a management committee comprising senior members of the IT, legal, privacy, finance, internal audit and communications functions.
Members of the Danaher Risk Committee present annually to the Danaher Board of Directors a report on the results of the ERM process, including with respect to information technology and cybersecurity risks.
Members of the Danaher Risk Committee present annually to the Danaher Board of Directors a report on the results of the ERM process, including with respect to IT and cybersecurity risks.
Cybersecurity Governance and Oversight At the management level, Danaher’s cybersecurity program is led by the Company’s Chief Information Security Officer (“CISO”), who reports to Danaher’s Chief Information Officer (“CIO”), who in turn reports to Danaher’s Chief Financial Officer.
Cybersecurity Governance and Oversight At the management level, Danaher’s cybersecurity program is led by the Company’s Chief Information Security Officer (“CISO”), who reports to Danaher’s Chief Information Officer (“CIO”), who in turn reports to Danaher’s Chief Technology and Artificial Intelligence Officer.
Danaher’s CIO has served as a technology leader for over 25 years, leading cybersecurity, engineering, and operational functions as the CIO for two multi-billion dollar businesses prior to assuming the Danaher CIO role.
Danaher’s CIO has served as a technology leader for over 25 years, leading cybersecurity, engineering, and operational functions as the CIO for multiple Danaher operating companies and at the Life Sciences segment prior to assuming the Danaher CIO role.
Added
To manage these risks, we maintain technical security controls as well as processes designed to facilitate Danaher’s identification of third-party cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES As of December 31, 2024, the Company had facilities in over 50 countries, including approximately 191 significant administrative, sales, research and development, manufacturing and distribution facilities. 79 of these facilities are located in the United States in over 20 states and 112 are located outside the United States, primarily in Europe, and to a lesser extent in Asia, Australia, Canada and South America.
Biggest changePROPERTIES As of December 31, 2025, the Company had facilities in approximately 50 countries, including approximately 194 significant administrative, sales, R&D, manufacturing and distribution facilities. 77 of these facilities are located in the United States in over 20 states and 117 are located outside the United States, primarily in Europe, and to a lesser extent in Asia, Australia, Canada and South America.
Refer to the Consolidated Financial Statements included in this Annual Report for additional information with respect to the Company’s lease commitments.
Refer to the accompanying Consolidated Financial Statements included in this Annual Report for additional information with respect to the Company’s lease commitments. 33

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS For information regarding legal proceedings, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legal Proceedings” in this Report.
Biggest changeITEM 3. LEGAL PROCEEDINGS For information regarding legal proceedings, refer to Note 17 in the accompanying Consolidated Financial Statements included in this Annual Report.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeRaskas 58 Senior Vice President – Corporate Development 2004 Steven M. Rales is a co-founder of Danaher and has served on Danaher’s Board of Directors since 1983, serving as Danaher’s Chairman of the Board since 1984. He was also CEO of the Company from 1984 to 1990. Mr. Rales is a brother of Mitchell P. Rales. Mitchell P.
Biggest changeBradley Gray 49 Senior Vice President – Strategic Development 2024 Jose-Carlos Gutierrez-Ramos 63 Senior Vice President – Chief Science Officer 2020 Jonathan Leiken 54 Senior Vice President – Chief Legal Officer 2025 Steven M. Rales is a co-founder of Danaher and has served on Danaher’s Board of Directors since 1983, serving as Danaher’s Chairman of the Board since 1984.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 32 INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below are the names, ages, positions and experience of Danaher’s executive officers as of February 3, 2025. All of Danaher’s executive officers hold office at the pleasure of Danaher’s Board of Directors. Unless otherwise stated, the positions indicated are Danaher positions.
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below are the names, ages, positions and experience of Danaher’s executive officers as of February 2, 2026. All of Danaher’s executive officers hold office at the pleasure of Danaher’s Board of Directors. Unless otherwise stated, the positions indicated are Danaher positions.
Couchara has served as Senior Vice President – Human Resources since April 2022, after serving as Vice President-Talent from January 2021 to April 2022, Vice President – Human Resources for Danaher’s Life Sciences subsidiary from July 2019 to January 2021 and Senior Vice President-Human Resources and Communications for Danaher’s Pall subsidiary from June 2017 to July 2019. Brian W.
Couchara has served as Senior Vice President – Human Resources since April 2022, after serving as Vice President – Talent from January 2021 to April 2022 and Vice President – Human Resources for Danaher’s Life Sciences subsidiary from July 2019 to January 2021. 34 Brian W.
Rales is a co-founder of Danaher and has served on Danaher’s Board of Directors since 1983, serving as Chairman of the Executive Committee of Danaher since 1984. He was also President of the Company from 1984 to 1990. Mr. Rales is also a member of the board of directors of ESAB Corporation, and is a brother of Steven M. Rales.
He was also CEO of the Company from 1984 to 1990. Mr. Rales is a brother of Mitchell P. Rales. Mitchell P. Rales is a co-founder of Danaher and has served on Danaher’s Board of Directors since 1983, serving as Chairman of the Executive Committee of Danaher since 1984. He was also President of the Company from 1984 to 1990.
Ellis has served as Senior Vice President – General Counsel since joining Danaher in January 2016. R. Bradley Gray has served as Senior Vice President – Strategic Development since joining Danaher in September 2024. Prior to joining Danaher, Mr.
Ellis has served as Senior Vice President since August 2025, after serving as Senior Vice President – General Counsel from 2016 until August 2025. R. Bradley Gray has served as Senior Vice President – Strategic Development since joining Danaher in September 2024. Prior to joining Danaher, Mr.
Name Age Position Officer Since Steven M. Rales 73 Chairman of the Board 1984 Mitchell P. Rales 68 Chairman of the Executive Committee 1984 Rainer M. Blair 60 President and Chief Executive Officer 2014 Matthew R. McGrew 52 Executive Vice President and Chief Financial Officer 2019 Christopher P.
Name Age Position Officer Since Steven M. Rales 74 Chairman of the Board 1984 Mitchell P. Rales 69 Chairman of the Executive Committee 1984 Rainer M. Blair 61 President and Chief Executive Officer 2014 Matthew R. McGrew 53 Executive Vice President and Chief Financial Officer 2019 Christopher P. Riley 52 Executive Vice President 2024 Greg M.
Riley has served as Executive Vice President since January 2024 after serving as Vice President – Group Executive of Danaher’s Life Sciences subsidiary from July 2022 to December 2023, Vice President-Group Executive of Danaher’s Diagnostics subsidiary from January 2020 to July 2022 and President of Danaher’s Beckman Coulter Diagnostics subsidiary from August 2017 to January 2020.
McGrew has served as Executive Vice President and Chief Financial Officer since January 2019. Christopher P. Riley has served as Executive Vice President since January 2024 after serving as Vice President – Group Executive of Danaher’s Life Sciences subsidiary from July 2022 to December 2023 and Vice President-Group Executive of Danaher’s Diagnostics subsidiary from January 2020 to July 2022.
Rainer M. Blair has served as President and Chief Executive Officer since September 2020, after serving as Executive Vice President from January 2017 to August 2020. Matthew R. McGrew has served as Executive Vice President and Chief Financial Officer since January 2019. Christopher P.
Mr. Rales is also a member of the board of directors of ESAB Corporation, and is a brother of Steven M. Rales. Rainer M. Blair has served as President and Chief Executive Officer since September 2020, after serving as Executive Vice President from January 2017 to August 2020. Matthew R.
Gutierrez-Ramos served as Vice President – Drug Discovery for AbbVie, Inc., a biopharmaceutical company, from January 2020 to December 2020; and as President and CEO of Repertoire Immune Medicines, a biotechnology company, from August 2018 until January 2020. Daniel A. Raskas has served as Senior Vice President – Corporate Development since 2010. 33 Table of Contents PART II
Gutierrez-Ramos served as Vice President – Drug Discovery for AbbVie, Inc., a biopharmaceutical company, from January 2020 to December 2020. Jonathan Leiken has served as Senior Vice President – Chief Legal Officer since joining Danaher in August 2025. Prior to joining Danaher, Mr.
Riley 51 Executive Vice President 2024 Julie Sawyer Montgomery 52 Executive Vice President 2024 Georgeann F. Couchara 48 Senior Vice President – Human Resources 2022 Brian W. Ellis 58 Senior Vice President – General Counsel 2016 R. Bradley Gray 48 Senior Vice President – Strategic Development 2024 Jose-Carlos Gutierrez-Ramos 62 Senior Vice President – Chief Science Officer 2020 Daniel A.
Milosevich 59 Executive Vice President 2025 Julie Sawyer Montgomery 53 Executive Vice President 2024 Georgeann F. Couchara 49 Senior Vice President – Human Resources 2022 Brian W. Ellis 59 Senior Vice President 2016 R.
Added
Greg M. Milosevich has served as Executive Vice President since July 2025 after serving as Vice President – Group Executive of Danaher’s Life Science Innovations subsidiary from November 2021 through June 2025 and as President of Danaher’s Beckman Coulter Life Sciences subsidiary from June 2019 through October 2021.
Added
Leiken served as Executive Vice President – Chief Legal Officer and Corporate Secretary of Dollar Tree Inc., a discount retailer, from August 2023 to August 2025, and as Executive Vice President – Chief Legal Officer and Secretary of Diebold Nixdorf, Inc., a financial and retail technology company, from 2014 to August 2023.
Added
Diebold Nixdorf and certain of its affiliated Dutch entities successfully completed voluntary, pre-packaged debt restructuring proceedings under US and Dutch bankruptcy law between June 2023 (filing) and August 2023 (emergence). 35 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Company expects to fund any future stock repurchases using the Company’s available cash balances or proceeds from the issuance of debt. Refer to Note 18 to the Consolidated Financial Statements included in this Annual Report for additional discussion of the Company’s common stock repurchase program.
Biggest changeFor an overview of the Company’s share repurchase programs, refer to Note 18 in the accompanying Consolidated Financial Statements included in this Annual Report. The Company expects to fund any future stock repurchases using the Company’s available cash balances or proceeds from the issuance of debt.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the New York Stock Exchange under the symbol DHR. As of February 3, 2025, there were 2,076 holders of record of Danaher’s common stock.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the New York Stock Exchange under the symbol DHR. As of February 2, 2026, there were 1,985 holders of record of Danaher’s common stock.
The Company repurchased shares of Company common stock during 2024 and 2022 as described in Note 18. Neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during 2023. Recent Issuances of Unregistered Securities None ITEM 6. RESERVED 34 Table of Contents
The Company repurchased shares of Company common stock during 2025 and 2024 as described in Note 18. The Company repurchased no shares of Company common stock in 2023 and no “affiliated purchaser” repurchased any shares of Company common stock during 2025, 2024 or 2023. Recent Issuances of Unregistered Equity Securities None ITEM 6. RESERVED 36 Table of Contents
Any future payments of dividends on the Company’s common stock will be determined by Danaher’s Board of Directors and will depend on business conditions, Danaher’s earnings and other factors Danaher’s Board deems relevant.
Any future payments of dividends on the Company’s common stock will be determined by Danaher’s Board of Directors and will depend on business conditions, Danaher’s earnings and other factors Danaher’s Board deems relevant. Issuer Purchases of Equity Securities The Company did not repurchase any shares of Company common stock during the three-month period ended December 31, 2025.
Removed
Issuer Purchases of Equity Securities On July 16, 2013, the Company’s Board of Directors approved a repurchase program (the “Completed Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions.
Removed
As of December 31, 2024, no shares remained available for repurchase pursuant to the Completed Repurchase Program.
Removed
On July 22, 2024, the Company’s Board of Directors approved a new repurchase program (the “New Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions.
Removed
There is no expiration date for the New Repurchase Program, and the timing and amount of any shares repurchased under the program will be determined by members of the Company’s management based on its evaluation of market conditions and other factors. The New Repurchase Program may be suspended or discontinued at any time.
Removed
Any repurchased shares will be available for use in connection with the Company’s equity compensation plans (or any successor plans) and for other corporate purposes.
Removed
The following table presents a summary of share repurchases made during the quarter ended December 31, 2024 (all share repurchases were made under the New Repurchase Program): Period Total Number of Shares Purchased Average Price Paid Per Share (a) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs September 28, 2024 - October 25, 2024 — $ — — 20,000,000 October 26, 2024 - November 22, 2024 — — — 20,000,000 November 23, 2024 - December 31, 2024 3,485,086 231.99 3,485,086 16,514,914 Total 3,485,086 $ 231.99 3,485,086 16,514,914 (a) Amounts exclude excise taxes and other transaction costs.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

130 edited+45 added−25 removed68 unchanged
Biggest changeRefer to Note 10 to the accompanying Consolidated Financial Statements for additional information regarding the impairments - 75 basis points • Full year 2024 loss on the termination of a commercial arrangement in the Diagnostics segment - 25 basis points • 2023 gain from the resolution of a litigation contingency in the Life Sciences segment - 5 basis points 2024 vs. 2023 operating profit margin comparisons were favorably impacted by: • Acquisition-related transaction costs deemed significant, settlement of pre-acquisition share-based payment awards and fair value adjustments to inventory in 2023, net of acquisition-related fair value adjustment to inventory in 2024, in each case related to the acquisition of Abcam plc (“Abcam”) - 30 basis points • Increased leverage and productivity in the Company’s operational and administrative cost structure, net of lower 2024 core sales and the impact of product mix - 20 basis points 37 Table of Contents Business Segments Sales by business segment for the years ended December 31 are as follows ($ in millions): 2024 2023 2022 Biotechnology $ 6,759 $ 7,172 $ 8,758 Life Sciences 7,329 7,141 7,036 Diagnostics 9,787 9,577 10,849 Total $ 23,875 $ 23,890 $ 26,643 For information regarding the Company’s sales by geographical region, refer to Note 5 to the Consolidated Financial Statements.
Biggest changeRefer to Note 10 to the accompanying Consolidated Financial Statements for additional information - 120 basis points • The impact of currency exchange rates and changes in the Company’s operational and administrative cost structure, net of higher 2025 core sales and the impact of product mix - 30 basis points 39 Table of Contents • Incremental dilutive effect in 2025 of acquired businesses and the impact of a product line disposition which did not qualify as discontinued operations - 20 basis points 2025 vs. 2024 operating profit margin comparisons were favorably impacted by: • 2024 loss on the termination of a commercial arrangement in the Diagnostics segment - 25 basis points • 2024 acquisition-related fair value adjustment to inventory related to the acquisition of Abcam plc (“Abcam”) - 10 basis points • 2025 resolution of an acquisition contingency in the Diagnostics segment - 5 basis points Business Segments Sales by business segment for the years ended December 31 are as follows ($ in millions): 2025 2024 2023 Biotechnology $ 7,293 $ 6,759 $ 7,172 Life Sciences 7,334 7,329 7,141 Diagnostics 9,941 9,787 9,577 Total $ 24,568 $ 23,875 $ 23,890 For information regarding the Company’s sales by geographical region, refer to Note 5 to the accompanying Consolidated Financial Statements.
In 2023, earnings from discontinued operations, net of income taxes, were $543 million and reflected the operating results of the Veralto businesses prior to the Separation, net of certain costs associated with the Separation including costs related to establishing Veralto as a stand-alone entity and related legal, accounting and investment banking fees.
In 2023, earnings from discontinued operations, net of income taxes, were $543 million and reflected the operating results of the Veralto businesses prior to the Veralto Separation, net of certain costs associated with the Veralto Separation including costs related to establishing Veralto as a stand-alone entity and related legal, accounting and investment banking fees.
For a detailed discussion on the application of these and other accounting estimates, refer to Note 1 to the Consolidated Financial Statements. Acquired Intangibles —The Company’s business acquisitions typically result in the recognition of goodwill, developed technology and other intangible assets, which affect the amount of future period amortization expense and possible impairment charges that the Company may incur.
For a detailed discussion on the application of these and other accounting estimates, refer to Note 1 to the accompanying Consolidated Financial Statements. Acquired Intangibles —The Company’s business acquisitions typically result in the recognition of goodwill, developed technology and other intangible assets, which affect the amount of future period amortization expense and possible impairment charges that the Company may incur.
Following enactment of the TCJA, in general, repatriation of cash to the U.S. can be completed with no incremental U.S. tax; however, repatriation of cash could subject the Company to non-U.S. taxes on distributions. The cash that the Company’s non-U.S. subsidiaries hold for indefinite reinvestment is generally used to finance non-U.S. operations and investments, including acquisitions.
Following enactment of the TCJA, in general, repatriation of cash to the U.S. can be completed with no material incremental U.S. tax; however, repatriation of cash could subject the Company to non-U.S. taxes on distributions. The cash that the Company’s non-U.S. subsidiaries hold for indefinite reinvestment is generally used to finance non-U.S. operations and investments, including acquisitions.
Income Taxes —For a description of the Company’s income tax accounting policies, refer to Notes 1 and 7 to the Consolidated Financial Statements. The Company establishes valuation allowances for its deferred tax assets if it is more likely than not that some or all of the deferred tax asset will not be realized.
Income Taxes —For a description of the Company’s income tax accounting policies, refer to Notes 1 and 7 to the accompanying Consolidated Financial Statements. The Company establishes valuation allowances for its deferred tax assets if it is more likely than not that some or all of the deferred tax asset will not be realized.
Valuation of Investments in Equity Securities —For a description of the Company’s investments in equity securities and partnerships refer to Notes 1, 8 and 11 to the Consolidated Financial Statements. The Company invests in publicly-traded securities, non-marketable securities of early-stage companies and equity method investments, including partnerships that invest primarily in early-stage companies.
Valuation of Investments in Equity Securities —For a description of the Company’s investments in equity securities and partnerships refer to Notes 1, 8 and 11 to the accompanying Consolidated Financial Statements. The Company invests in publicly-traded securities, non-marketable securities of early-stage companies and equity method investments, including partnerships that invest primarily in early-stage companies.
In addition, because most contingencies are resolved over long periods of time, liabilities may change in the future due to various factors, including those discussed in Note 17 to the Consolidated Financial Statements.
In addition, because most contingencies are resolved over long periods of time, liabilities may change in the future due to various factors, including those discussed in Note 17 to the accompanying Consolidated Financial Statements.
The Company’s MD&A is divided into five sections: • Overview • Results of Operations • Liquidity and Capital Resources • Critical Accounting Estimates • New Accounting Standards This discussion and analysis should be read together with Danaher’s audited financial statements and related Notes thereto as of December 31, 2024 and 2023 and for each of the three years in the period ended December 31, 2024 included in this Annual Report.
The Company’s MD&A is divided into five sections: • Overview • Results of Operations • Liquidity and Capital Resources • Critical Accounting Estimates • New Accounting Standards This discussion and analysis should be read together with Danaher’s audited financial statements and related Notes thereto as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 included in this Annual Report.
Contractual and Other Obligations For a description of the Company’s debt and lease obligations, commitments, and litigation and contingencies, refer to Notes 9, 13, 16 and 17 to the Consolidated Financial Statements.
Contractual and Other Obligations For a description of the Company’s debt and lease obligations, commitments, and litigation and contingencies, refer to Notes 9, 13, 16 and 17 to the accompanying Consolidated Financial Statements.
The Company operates in a highly competitive business environment in most markets, and the Company’s long-term growth and profitability will depend in particular on its ability to expand its business in high-growth geographies and higher-growth market segments, identify, consummate and integrate appropriate acquisitions and identify and consummate appropriate investments and strategic partnerships, develop innovative and differentiated new products and services with higher gross profit margins, expand and improve the effectiveness of the Company’s sales force, continue to reduce costs and improve operating efficiency and quality, and effectively address the demands of an increasingly regulated global environment.
The Company operates in a highly competitive business environment in most markets, and the Company’s long-term growth and profitability will depend in particular on its ability to expand its business in high-growth geographies and higher-growth market segments, identify, consummate and integrate appropriate acquisitions and identify and consummate appropriate investments and strategic partnerships, develop innovative and differentiated new products and services with higher gross profit margins, expand and improve the effectiveness of the Company’s sales force, continue to reduce costs and improve operating efficiency and quality, and effectively address the demands of an increasingly regulated global environment and the rapidly evolving trade environment.
Legal Proceedings Refer to Note 17 to the Consolidated Financial Statements for information regarding legal proceedings and contingencies, and for a discussion of risks related to legal proceedings and contingencies, refer to “Item 1A.
Legal Proceedings Refer to Note 17 to the accompanying Consolidated Financial Statements for information regarding legal proceedings and contingencies, and for a discussion of risks related to legal proceedings and contingencies, refer to “Item 1A.
Management's discussion and analysis of financial condition and results of operations for 2022 is included in Item 7 of the Company’s Annual Report on Form 10-K with respect to the year ended December 31, 2023 filed with the Securities and Exchange Commission, and should be referred to for information regarding that period.
Management's discussion and analysis of financial condition and results of operations for 2023 is included in Item 7 of the Company’s Annual Report on Form 10-K with respect to the year ended December 31, 2024 filed with the Securities and Exchange Commission, and should be referred to for information regarding that period.
Capital Expenditures Though the relative significance of particular categories of capital investment can change from period to period, capital expenditures are typically made for increasing manufacturing capacity, the manufacture of instruments that are used in OTL arrangements, purchases of buildings, replacing equipment, supporting new product development and improving information technology systems.
Capital Expenditures Though the relative significance of particular categories of capital investment can change from period to period, capital expenditures are typically made for increasing manufacturing capacity, the manufacture of instruments that are used in OTL arrangements, replacing equipment, purchasing buildings, supporting new product development and improving information technology systems.
The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories and trade accounts payable depends upon how effectively the Company manages the cash conversion cycle, which effectively represents the number of days that elapse from the day it pays for the purchase of raw materials and components to the collection of cash from its customers and can be significantly impacted by the timing of collections and payments in a period. • The aggregate of prepaid expenses and other assets, deferred income taxes and accrued expenses and other liabilities used $695 million in operating cash flows during 2024, compared to $828 million used in 2023.
The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories and trade accounts payable depends upon how effectively the Company manages the cash conversion cycle, which effectively represents the number of days that elapse from the day it pays for the purchase of raw materials and components to the collection of cash from its customers and can be significantly impacted by the timing of collections and payments in a period. • The aggregate of prepaid expenses and other assets, deferred income taxes and accrued expenses and other liabilities used $454 million in operating cash flows during 2025, compared to $695 million used in 2024.
NEW ACCOUNTING STANDARDS For a discussion of the new accounting standards impacting the Company, refer to Note 1 to the Consolidated Financial Statements.
NEW ACCOUNTING STANDARDS For a discussion of the new accounting standards impacting the Company, refer to Note 1 to the accompanying Consolidated Financial Statements.
The Company will continue to have cash requirements to support general corporate purposes, which may include working capital needs, capital expenditures, acquisitions and investments, paying interest and servicing debt, paying taxes and any related interest or penalties, funding its restructuring activities and pension plans as required, paying dividends to shareholders, repurchasing shares of the Company’s common stock and supporting other business needs.
The Company will continue to have cash requirements to support general corporate purposes, which may include working capital needs, capital expenditures, acquisitions and investments, paying interest and servicing debt, paying taxes and any related 50 Table of Contents interest or penalties, funding its restructuring activities and pension plans as required, paying dividends to shareholders, repurchasing shares of the Company’s common stock and supporting other business needs.
For investments in non-marketable equity securities where the Company does not have influence over the investee, the Company has elected the measurement alternative and records these investments at cost and adjusts the carrying value for impairments and observable price changes with a same or similar security from the same issuer adjusted to reflect the specific rights and preferences of the securities, if applicable.
For investments in non-marketable equity securities where the Company does not have influence over the investee, the Company has elected the measurement alternative and records these investments at cost and adjusts the carrying value 53 Table of Contents for impairments and observable price changes with a same or similar security from the same issuer adjusted to reflect the specific rights and preferences of the securities, if applicable.
Strengthening of the U.S. dollar against other major currencies in 2025 compared to the exchange rates in effect as of December 31, 2024 would adversely impact the Company’s sales and results of operations on an overall basis.
Strengthening of the U.S. dollar against other major currencies in 2026 compared to the exchange rates in effect as of December 31, 2025 would adversely impact the Company’s sales and results of operations on an overall basis.
Excluding these jurisdictions, the Company believes that a change in the statutory tax rate of any individual non-U.S. country would not have a material effect on the Company’s Consolidated Financial Statements given the geographic dispersion of the Company’s taxable income. 42 Table of Contents The Company and its subsidiaries are routinely examined by various U.S. and non-U.S. taxing authorities.
Excluding these jurisdictions, the Company believes that a change in the statutory tax rate of any individual non-U.S. country would not have a material effect on the Company’s Consolidated Financial Statements given the geographic dispersion of the Company’s taxable income. The Company and its subsidiaries are routinely examined by various U.S. and non-U.S. taxing authorities.
Any weakening of the U.S. dollar against other major currencies in 2025 compared to the exchange rates in effect as of December 31, 2024 would positively impact the Company’s sales and results of operations.
Any weakening of the U.S. dollar against other major currencies in 2026 compared to the exchange rates in effect as of December 31, 2025 would positively impact the Company’s sales and results of operations.
To evaluate the sensitivity of the 49 Table of Contents fair value calculations used in the goodwill impairment test, the Company applied a hypothetical 10% decrease to the fair values of each reporting unit and compared those hypothetical values to the reporting unit carrying values.
To evaluate the sensitivity of the fair value calculations used in the goodwill impairment test, the Company applied a hypothetical 10% decrease to the fair values of each reporting unit and compared 52 Table of Contents those hypothetical values to the reporting unit carrying values.
RESULTS OF OPERATIONS In this report, references to the non-GAAP measure of core sales (also referred to as core revenues or sales/revenues from existing businesses) refer to sales from continuing operations calculated according to generally accepted accounting principles in the United States (“GAAP”) but excluding: • sales from acquired businesses (as defined below); and • the impact of currency translation.
RESULTS OF OPERATIONS In this report, references to the non-GAAP measure of core sales (also referred to as core revenues or sales/revenues from existing businesses) refer to sales from continuing operations calculated according to generally accepted accounting principles in the United States (“GAAP”) but excluding: • sales from acquired businesses (as defined below); and 38 Table of Contents • the impact of currency translation.
The Company’s businesses perform credit evaluations of their customers’ financial conditions as deemed appropriate and also obtain collateral or other security when deemed appropriate. The Company enters into derivative transactions infrequently and typically with high-quality financial institutions, so that exposure at any one institution is limited.
The Company’s businesses perform credit evaluations of their customers’ financial conditions as deemed appropriate and also obtain collateral or other security when deemed appropriate. 47 Table of Contents The Company enters into derivative transactions infrequently and typically with high-quality financial institutions, so that exposure at any one institution is limited.
The royalty rate, which is based on the estimated rate applied against forecasted sales, is tax-effected and discounted at present value using a discount rate commensurate with the relative risk of achieving the cash flow attributable to the asset. Management judgment is necessary to determine key assumptions, including revenue growth rates, perpetual revenue growth rates, royalty rates and discount rates.
The royalty rate, which is based on the estimated rate applied against forecasted sales, is tax-effected and discounted to present value using a discount rate commensurate with the relative risk of achieving the cash flow attributable to the asset. Management judgment is necessary to determine key assumptions, including revenue growth rates, terminal revenue growth rates, royalty rates and discount rates.
Investing Activities Cash flows relating to investing activities consist primarily of cash used for capital expenditures, including instruments leased to customers, acquisitions, investments and cash proceeds from divestitures of businesses or assets. Net cash used in investing activities was approximately $2.0 billion during 2024 compared to approximately $7.1 billion of net cash used in 2023.
Investing Activities Cash flows relating to investing activities consist primarily of cash used for capital expenditures, including instruments leased to customers, acquisitions, investments and cash proceeds from divestitures of businesses or assets. Net cash used in investing activities was approximately $1.2 billion during 2025 compared to approximately $2.0 billion of net cash used in 2024.
Unless otherwise indicated, all financial results in this report refer to continuing operations. OVERVIEW General Refer to “Item 1. Business—General” for a discussion of Danaher’s strategic objectives and methodologies for delivering long-term shareholder value. Danaher is a multinational business with global operations. During 2024, approximately 58% of Danaher’s sales were derived from customers outside the United States.
Unless otherwise indicated, all financial results in this report refer to continuing operations. OVERVIEW General Refer to “Item 1. Business—General” for a discussion of Danaher’s strategic objectives and methodologies for delivering long-term shareholder value. Danaher is a multinational business with global operations. During 2025, approximately 59% of Danaher’s sales were derived from customers outside the United States.
For the year ended December 31, 2024, the effective tax rate included the tax effect from intangible asset impairments in a jurisdiction with a higher statutory tax rate than the Company’s effective tax rate and discrete tax benefits from excess tax benefits from stock-based compensation, the release of reserves for uncertain tax positions due to the expiration of statutes of limitation and changes in estimates related to prior year tax filing positions, net of charges related to changes in estimates associated with prior period uncertain tax positions.
For the year ended December 31, 2024, the effective tax rate was reduced by the tax effect from intangible asset impairments in a jurisdiction with a higher statutory tax rate than the Company’s effective tax rate and discrete tax benefits from excess tax benefits from stock-based compensation, the release of reserves for uncertain tax positions due to the expiration of statutes of limitation and changes in estimates related to prior year tax filing positions, net of charges related to changes in estimates associated with prior period uncertain tax positions.
These items decreased the reported rate on a net basis by 0.9%. The Company conducts business globally and files numerous consolidated and separate income tax returns in the U.S. federal and state and non-U.S. jurisdictions. The non-U.S. countries in which the Company has a significant presence include China, Denmark, Germany, Singapore, Sweden, Switzerland and the United Kingdom.
These items decreased the reported rate on a net basis by 1.4%. The Company conducts business globally and files numerous consolidated and separate income tax returns in the U.S. federal and state and non-U.S. jurisdictions. The non-U.S. countries in which the Company has a significant presence include China, Denmark, Germany, Singapore, Sweden, Switzerland and the United Kingdom.
Based on this hypothetical 10% decrease, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for each of the Company’s reporting units ranged from approximately 55% to approximately 395%.
Based on this hypothetical 10% decrease, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for each of the Company’s reporting units ranged from approximately 10% to approximately 340%.
Tax authorities in Denmark have issued tax assessments related to interest accrued by certain of the Company’s subsidiaries for the years 2004 through 2015, totaling approximately DKK 2.1 billion including applicable accrued interest (approximately $288 million based on the exchange rate as of December 31, 2024).
Tax authorities in Denmark have issued tax assessments related to interest accrued by certain of the Company’s subsidiaries for the years 2004 through 2015, totaling approximately DKK 2.1 billion including applicable accrued interest (approximately $326 million based on the exchange rate as of December 31, 2025).
Realized and unrealized gains and losses for these investments in equity securities and partnerships are recorded in other income (expense), net, in the Consolidated Statements of Earnings. A 10% decrease in the carrying value of the Company’s investments in equity securities and partnerships as of December 31, 2024 would result in a loss of approximately $156 million.
Realized and unrealized gains and losses for these investments in equity securities and partnerships are recorded in other income (expense), net, in the Consolidated Statements of Earnings. A 10% decrease in the carrying value of the Company’s investments in equity securities and partnerships as of December 31, 2025 would result in a loss of approximately $153 million.
As of December 31, 2024, the Company had the ability to incur approximately $4.0 billion of additional indebtedness in direct borrowings or under the outstanding commercial paper facilities based on the amounts available under the Company’s $5.0 billion unsecured, multiyear revolving credit facility (“Credit Facility”) which were not being used to backstop outstanding commercial paper balances.
As of December 31, 2025, the Company had the ability to incur approximately $3.9 billion of additional indebtedness in direct borrowings or under the Company’s outstanding commercial paper facilities based on the amounts available under the Company’s $5.0 billion unsecured, multiyear revolving credit facility (“Credit Facility”) which were not being used to backstop outstanding commercial paper balances.
Financing Activities Cash flows from financing activities consist primarily of cash flows associated with the issuance and repayments of commercial paper, issuance and repayment of long-term debt, borrowings under committed credit facilities, issuance and repurchases of common stock, issuance of preferred stock, payments of cash dividends to shareholders and proceeds from the Separation.
Financing Activities Cash flows from financing activities consist primarily of cash flows associated with the issuance and repayments of commercial paper, issuance and repayment of long-term debt, borrowings under committed credit facilities, issuance and 49 Table of Contents repurchases of common stock, issuance of preferred stock, payments of cash dividends to shareholders and proceeds from the Veralto Separation.
For a further description of the Company’s debt and cross-currency swap derivative contracts related to the debt as of December 31, 2024 refer to Notes 13 and 14 to the Consolidated Financial Statements.
For a further description of the Company’s debt and cross-currency swap derivative contracts related to the debt as of December 31, 2025 refer to Notes 13 and 14 to the accompanying Consolidated Financial Statements.
Cash and Cash Requirements As of December 31, 2024, the Company held approximately $2.1 billion of cash and cash equivalents that were on deposit with financial institutions or invested in highly liquid investment-grade debt instruments with a maturity of 90 days or less with an approximate weighted average annual interest rate of 2.2%.
Cash and Cash Requirements As of December 31, 2025, the Company held approximately $4.6 billion of cash and cash equivalents that were on deposit with financial institutions or invested in highly liquid investment-grade debt instruments with a maturity of 90 days or less with an approximate weighted average annual interest rate of 1.6%.
As of December 31, 2024, the Company had no variable-rate debt obligations, however, the interest rates of the Company’s euro-based commercial paper borrowings are fixed based on short-term market rates at the time of issuance (refer to Note 13 to the Consolidated Financial Statements for information regarding the Company’s outstanding commercial paper balances as of December 31, 2024).
As of December 31, 2025, the Company had no variable-rate debt obligations. The interest rates of the Company’s commercial paper borrowings are fixed based on short-term market rates at the time of issuance (refer to Note 13 to the accompanying Consolidated Financial Statements for information regarding the Company’s outstanding commercial paper balances as of December 31, 2025).
The effect of a change in currency exchange rates on the Company’s net investment in non-U.S. subsidiaries is reflected in the accumulated other comprehensive income (loss) component of stockholders’ equity. Currency exchange rates negatively impacted 2024 reported sales on a year-over-year basis primarily due to the strengthening of the U.S. dollar against most major currencies during 2024.
The effect of a change in currency exchange rates on the Company’s net investment in non-U.S. subsidiaries is reflected in the accumulated other comprehensive income (loss) component of stockholders’ equity. Currency exchange rates positively impacted 2025 reported sales on a year-over-year basis primarily due to the weakening of the U.S. dollar against most major currencies during 2025.
The excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for each of the Company’s reporting units as of the annual testing date ranged from approximately 70% to approximately 450%.
The excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for each of the Company’s reporting units as of the annual testing date ranged from approximately 20% to approximately 390%.
An increase of 1.0% in the Company’s 2024 nominal tax rate would have resulted in an additional income tax provision for continuing operations for the year ended December 31, 2024 of $46 million.
An increase of 1.0% in the Company’s 2025 nominal tax rate would have resulted in an additional income tax provision for continuing operations for the year ended December 31, 2025 of $42 million.
These items decreased the reported rate on a net basis by 1.4%.
These items decreased the reported rate on a net basis by 1.5%.
The Company expects its 2025 effective tax rate to be approximately 17.5% which is higher than the 2024 rate due primarily to the impact of net discrete tax benefits on the 2024 effective tax rate.
The Company expects its 2026 effective tax rate to be approximately 17.0% which is higher than the 2025 rate due primarily to the impact of net discrete tax benefits on the 2025 effective tax rate.
Biotechnology Selected Financial Data Year Ended December 31 ($ in millions) 2024 2023 2022 Sales $ 6,759 $ 7,172 $ 8,758 Operating profit 1,685 1,909 3,008 Depreciation 151 162 190 Amortization of intangible assets 863 864 812 Operating profit as a % of sales 24.9 % 26.6 % 34.3 % Depreciation as a % of sales 2.2 % 2.3 % 2.2 % Amortization as a % of sales 12.8 % 12.0 % 9.3 % Sales Decline and Core Sales Decline 2024 vs. 2023 2023 vs. 2022 Total sales decline (GAAP) (6.0) % (18.0) % Impact of: Currency exchange rates 1.5 % — % Core sales decline (non-GAAP) (4.5) % (18.0) % 2024 Sales Compared to 2023 Price increases in the segment contributed 2.5% to sales growth on a year-over-year basis during 2024 as compared with 2023 and are reflected as a component of core sales above.
Biotechnology Selected Financial Data Year Ended December 31 ($ in millions) 2025 2024 2023 Sales $ 7,293 $ 6,759 $ 7,172 Operating profit 1,864 1,685 1,909 Depreciation 149 151 162 Amortization of intangible assets 902 863 864 Operating profit as a % of sales 25.6 % 24.9 % 26.6 % Depreciation as a % of sales 2.0 % 2.2 % 2.3 % Amortization as a % of sales 12.4 % 12.8 % 12.0 % Sales Growth (Decline) and Core Sales Growth (Decline) 2025 vs. 2024 2024 vs. 2023 Total sales growth (decline) (GAAP) 8.0 % (6.0) % Impact of: Currency exchange rates (1.5) % 1.5 % Core sales growth (decline) (non-GAAP) 6.5 % (4.5) % 2025 Sales Compared to 2024 Price increases in the segment contributed 2.0% to sales growth on a year-over-year basis during 2025 as compared with 2024 and are reflected as a component of core sales above.
Life Sciences Selected Financial Data Year Ended December 31 ($ in millions) 2024 2023 2022 Sales $ 7,329 $ 7,141 $ 7,036 Operating profit 879 1,209 1,414 Depreciation 167 129 112 Amortization of intangible assets 576 429 419 Operating profit as a % of sales 12.0 % 16.9 % 20.1 % Depreciation as a % of sales 2.3 % 1.8 % 1.6 % Amortization as a % of sales 7.9 % 6.0 % 6.0 % Sales Growth and Core Sales (Decline) Growth 2024 vs. 2023 2023 vs. 2022 Total sales growth (GAAP) 2.5 % 1.5 % Impact of: Acquisitions (6.0) % (1.5) % Currency exchange rates 1.5 % 1.0 % Core sales (decline) growth (non-GAAP) (2.0) % 1.0 % 2024 Sales Compared to 2023 Price increases in the segment contributed 1.0% to sales growth on a year-over-year basis during 2024 as compared with 2023 and are reflected as a component of core sales above.
Life Sciences Selected Financial Data Year Ended December 31 ($ in millions) 2025 2024 2023 Sales $ 7,334 $ 7,329 $ 7,141 Operating profit 520 879 1,209 Depreciation 185 167 129 Amortization of intangible assets 604 576 429 Operating profit as a % of sales 7.1 % 12.0 % 16.9 % Depreciation as a % of sales 2.5 % 2.3 % 1.8 % Amortization as a % of sales 8.2 % 7.9 % 6.0 % Sales Growth and Core Sales Decline 2025 vs. 2024 2024 vs. 2023 Total sales growth (GAAP) — % 2.5 % Impact of: Acquisitions (0.5) % (6.0) % Currency exchange rates (1.0) % 1.5 % Core sales decline (non-GAAP) (1.5) % (2.0) % 2025 Sales Compared to 2024 Price increases in the segment contributed 0.5% to the change in sales on a year-over-year basis during 2025 as compared with 2024 and are reflected as a component of core sales above.
The impact of changes in currency exchange rates decreased reported sales by 0.5% on a year-over-year basis in 2024 primarily due to the impact of the strengthening of the U.S. dollar against most other major currencies in 2024. Price increases contributed 1.0% to sales growth on a year-over-year basis and are reflected as a component of core sales decline above.
The impact of changes in currency exchange rates increased reported sales by 1.0% on a year-over-year basis primarily due to the impact of the weakening of the U.S. dollar against most other major currencies in 2025. Price increases contributed 0.5% to sales growth on a year-over-year basis and are reflected as a component of core sales growth above.
Year-Over-Year Changes in the Tax Provision and Effective Tax Rate Year Ended December 31 2024 2023 2022 Effective tax rate from continuing operations 16.1 % 16.3 % 11.4 % The Company operates globally, including in certain jurisdictions with lower tax rates than the U.S. federal statutory rate.
Year-Over-Year Changes in the Tax Provision and Effective Tax Rate Year Ended December 31 2025 2024 2023 Effective tax rate from continuing operations 15.0 % 16.1 % 16.3 % The Company operates globally, including in certain jurisdictions with lower tax rates than the U.S. federal statutory rate.
Legal Proceedings” and Note 17 to the Consolidated Financial Statements, the Company is, from time to time, subject to a variety of litigation and similar contingent liabilities incidental to its business (or the business operations of previously owned entities).
Contingent Liabilities —As discussed in “Item 3. Legal Proceedings” and Note 17 to the accompanying Consolidated Financial Statements, the Company is, from time to time, subject to a variety of litigation and similar contingent liabilities incidental to its business (or the business operations of previously owned entities).
Unrealized investment gains/losses impact net earnings from continuing operations without immediately impacting cash flows as the cash flow impact from investments occurs when the invested capital is returned to the Company. 46 Table of Contents • The aggregate of trade accounts receivable, inventories and trade accounts payable provided $497 million in operating cash flows from continuing operations during 2024, compared to $358 million of operating cash flows generated in 2023.
Unrealized investment gains/losses impact net earnings from continuing operations without immediately impacting cash flows as the cash flow impact from investments occurs when the invested capital is returned to the Company. • The aggregate of trade accounts receivable, inventories and trade accounts payable used $265 million in operating cash flows from continuing operations during 2025, compared to $497 million of operating cash flows generated in 2024.
BIOTECHNOLOGY The Biotechnology segment includes the bioprocessing and discovery and medical businesses and offers a broad range of equipment, consumables and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines.
BIOTECHNOLOGY The Biotechnology segment offers a broad range of equipment, consumables, software and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines.
The year-over-year change in operating cash flows from 2023 to 2024 was primarily attributable to the following factors: • 2024 operating cash flows from continuing operations reflected a decrease of $322 million in net earnings from continuing operations in 2024 as compared to 2023. • Net earnings from continuing operations for 2024 also included $248 million higher noncash charges for impairments, intangible asset amortization, depreciation and amortization of an acquisition-related inventory step-up compared to 2023, net of a decrease in unrealized investment gains/losses and stock compensation expense in 2024 as compared to 2023.
The year-over-year change in operating cash flows from 2024 to 2025 was primarily attributable to the following factors: • 2025 operating cash flows from continuing operations reflected a decrease of $299 million in net earnings from continuing operations in 2025 as compared to 2024. • Net earnings from continuing operations for 2025 also included $548 million higher year-over-year noncash charges for impairments, unrealized investment gains/losses, intangible asset amortization and depreciation and stock compensation expense in 2025 as compared to 2024, net of a year-over-year decrease in amortization of an acquisition-related inventory step-up and a 2025 pretax gain on the sale of a product line.
Stock Repurchase Program Please see Note 18 to the Consolidated Financial Statements for a description of the Company’s stock repurchase program and repurchases of common stock. Dividends The Company declared a regular quarterly cash dividend of $0.27 per share of Company common stock that was paid on January 31, 2025 to holders of record on December 27, 2024.
Stock Repurchase Program Please see Note 18 to the accompanying Consolidated Financial Statements for a description of the Company’s stock repurchase programs and repurchases of common stock. Dividends The Company declared a regular quarterly cash dividend of $0.32 per share of Company common stock that was paid on January 30, 2026 to holders of record on December 26, 2025.
During 2025, the Company’s cash contribution requirements for its U.S. and its non-U.S. defined benefit pension plans are forecasted to be approximately $8 million and $35 million, respectively.
During 2025, the Company contributed $9 million to its U.S. defined benefit pension plans and $41 million to its non-U.S. defined benefit pension plans. During 2026, the Company’s cash contribution requirements for its U.S. and its non-U.S. defined benefit pension plans are forecasted to be approximately $8 million and $41 million, respectively.
As a result of the Company’s geographic and industry diversity, the Company faces a variety of opportunities and challenges, including rapid technological development (particularly with respect to computing, automation, artificial intelligence, mobile connectivity and digitization) in most of the Company’s served markets, the expansion and evolution of opportunities in high-growth markets, trends and costs associated with a global labor force, consolidation of the Company’s competitors and regulatory changes.
As a result of the Company’s geographic and industry diversity, the Company faces a variety of opportunities and challenges, including rapid technological development (particularly with respect to computing, automation, AI, mobile connectivity and digitization) in most of the Company’s served markets, the expansion and evolution of opportunities in high-growth markets, trends and costs associated with a global labor force, consolidation of the Company’s competitors, increasing regulation and a rapidly evolving trade environment.
The Company’s annual goodwill impairment analysis in 2024 indicated that in all instances, the fair values of the Company’s reporting units exceeded their carrying values and consequently did not result in an impairment charge.
The Company’s annual goodwill impairment analysis as of the first day of the Company’s fourth quarter of 2025 indicated that in all instances, the fair values of the Company’s reporting units exceeded their carrying values and consequently did not result in an impairment charge.
The Company recorded a foreign currency translation loss of approximately $1.5 billion for 2024 compared to a gain of $215 million for 2023. The foreign currency translation losses recorded in 2024 were primarily driven by the change in the exchange rates between the U.S. dollar and the Swedish krona.
The Company recorded a foreign currency translation gain of approximately $2.7 billion for 2025 compared to a loss of approximately $1.5 billion for 2024. The foreign currency translation gains recorded in 2025 were primarily driven by the change in the exchange rates between the U.S. dollar and the Swedish krona and the euro.
As of December 31, 2024, the Company has classified 47 Table of Contents approximately $1.0 billion of its borrowings outstanding under the euro-denominated commercial paper program as long-term debt in the Consolidated Balance Sheet as the Company has the intent and ability, as supported by availability under the Credit Facility, to refinance these borrowings for at least one year from the balance sheet date.
As of December 31, 2025, the Company has classified approximately $3.5 billion of its borrowings outstanding under the euro-denominated commercial paper program, the 2026 Biopharma Euronotes and the 2026 Euronotes as long-term debt in the Consolidated Balance Sheet as the Company has the intent and ability, as supported by availability under the Credit Facility, to refinance these borrowings for at least one year from the balance sheet date.
The Company has relied primarily on borrowings under its commercial paper program to address liquidity requirements that exceed the capacity provided by its operating cash flows and cash on hand, while also accessing the capital markets from time to time including to secure financing for more significant acquisitions.
The Company has relied primarily on borrowings under its commercial paper program to address liquidity requirements that exceed the capacity provided by its operating cash flows and cash on hand, while also accessing the capital markets from time to time including to secure financing for more significant acquisitions or to take advantage of favorable interest rate environments or other market conditions.
The Company is making significant investments, organically and through acquisitions and investments, to address the rapid pace of technological change in its served markets and to globalize its manufacturing, research and development and customer-facing resources (particularly in high-growth markets) in order to be responsive to the Company’s customers throughout the world and improve the efficiency of the Company’s operations.
The Company is making significant investments, organically and through acquisitions and investments, to address the rapid pace of technological change in its served markets and to position its manufacturing, R&D and customer-facing resources to be responsive to the Company’s customers throughout the world and improve the efficiency of the Company’s operations.
The following factors impacted year-over-year operating profit margin comparisons. 2024 vs. 2023 operating profit margin comparisons were unfavorably impacted by: • The incremental dilutive effect in 2024 of acquired businesses - 85 basis points • 2024 impairment charges related to a trade name in each of the Life Sciences and Diagnostics segments, net of 2023 impairment charges related to technology-based intangible assets in the Diagnostics segment and technology-based intangible assets and other assets in the Biotechnology segment.
The following factors impacted year-over-year operating profit margin comparisons. 2025 vs. 2024 operating profit margin comparisons were unfavorably impacted by: • 2025 impairment charges related to a trade name in each of the Life Sciences and Diagnostics segments, impairment charges related to technology, other intangible assets and a facility in the Biotechnology segment and a facility in the Life Sciences segment, net of impairment charges related to a trade name in each of the Life Sciences and Diagnostics segments in 2024.
Interest income of $117 million for 2024 was $186 million lower than in 2023, due to lower average cash balances in 2024 primarily as a result of the use of cash for share repurchases and acquisitions.
Interest income of $30 million for 2025 was $87 million lower than in 2024, due to lower average cash balances in 2025 primarily as a result of the use of cash for share repurchases.
Net earnings attributable to common stockholders for the year ended December 31, 2024 totaled approximately $3.9 billion or $5.29 per diluted common share compared to approximately $4.7 billion or $6.38 per diluted common share for the year ended December 31, 2023. 2024 intangible asset impairments and increased operating expenses, net of increased other income, drove the year-over-year decline in net earnings from continuing operations and diluted net earnings per common share from continuing operations.
The Company’s net earnings from continuing operations for the year ended December 31, 2025 totaled approximately $3.6 billion or $5.03 per diluted common share, compared to approximately $3.9 billion or $5.29 per diluted common share for the year ended December 31, 2024. 2025 intangible asset impairments net of 2024 intangible asset impairments, increased other expenses and decreased interest income, net of increased gross profit, drove the year-over-year decline in net earnings from continuing operations and diluted net earnings per common share from continuing operations.
Sales Growth (Decline) and Core Sales Decline 2024 vs. 2023 2023 vs. 2022 Total sales growth (decline) (GAAP) — % (10.5) % Impact of: Acquisitions (2.0) % (0.5) % Currency exchange rates 0.5 % 1.0 % Core sales decline (non-GAAP) (1.5) % (10.0) % 2024 Sales Compared to 2023 Total sales were flat on a year-over-year basis in 2024 as sales from acquired businesses, which increased reported sales by 2.0%, were largely offset by a 1.5% decrease in core sales resulting from the factors discussed below by segment.
Sales Growth and Core Sales Growth (Decline) 2025 vs. 2024 2024 vs. 2023 Total sales growth (GAAP) 3.0 % — % Impact of: Acquisitions/divestitures — % (2.0) % Currency exchange rates (1.0) % 0.5 % Core sales growth (decline) (non-GAAP) 2.0 % (1.5) % 2025 Sales Compared to 2024 Total sales increased 3.0% on a year-over-year basis in 2025 as core sales increased 2.0% resulting from the factors discussed below by segment.
Veralto Corporation Separation On September 30, 2023 (the “Distribution Date”), the Company completed the separation (the “Separation”) of its former Environmental & Applied Solutions business by distributing to Danaher stockholders on a pro rata basis all of the issued and outstanding common stock of Veralto Corporation (“Veralto”), the entity Danaher incorporated to hold such businesses.
DISCONTINUED OPERATIONS As further discussed in Note 3 to the accompanying Consolidated Financial Statements, on September 30, 2023 (the “Distribution Date”), the Company completed the separation (the “Veralto Separation”) of its former Environmental & Applied Solutions business by distributing to Danaher stockholders on a pro rata basis all of the issued and outstanding common stock of Veralto Corporation (“Veralto”), the entity Danaher incorporated to hold such businesses.
As of December 31, 2024, an increase of 100 basis points in interest rates would have decreased the fair value of the Company’s fixed-rate long-term debt by approximately $1.2 billion.
Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. As of December 31, 2025, an increase of 100 basis points in interest rates would have decreased the fair value of the Company’s fixed-rate long-term debt by approximately $1.5 billion.
As a result, the Company is exposed to movements in the exchange rates of various currencies against the U.S. dollar. In particular, the Company has more sales in European currencies than it has expenses in those currencies. Therefore, when European currencies strengthen or weaken against the U.S. dollar, operating profits are increased or decreased, respectively.
In particular, the Company has more sales in European currencies than it has expenses in those currencies. Therefore, when European currencies strengthen or weaken against the U.S. dollar, operating profits are increased or decreased, respectively.
OPERATING EXPENSES Year Ended December 31 ($ in millions) 2024 2023 2022 Sales $ 23,875 $ 23,890 $ 26,643 Selling, general and administrative (“SG&A”) expenses (7,759) (7,329) (7,124) Research and development (“R&D”) expenses (1,584) (1,503) (1,528) SG&A as a % of sales 32.5 % 30.7 % 26.7 % R&D as a % of sales 6.6 % 6.3 % 5.7 % SG&A expenses as a percentage of sales increased 180 basis points on a year-over-year basis for 2024 compared with 2023.
OPERATING EXPENSES Year Ended December 31 ($ in millions) 2025 2024 2023 Sales $ 24,568 $ 23,875 $ 23,890 Selling, general and administrative (“SG&A”) expenses (8,235) (7,759) (7,329) Research and development expenses (1,598) (1,584) (1,503) SG&A as a % of sales 33.5 % 32.5 % 30.7 % R&D as a % of sales 6.5 % 6.6 % 6.3 % 43 Table of Contents SG&A expenses as a percentage of sales increased 100 basis points on a year-over-year basis for 2025 compared with 2024.
R efer to Note 13 to the Consolidated Financial Statements for additional information regarding the Company’s financing activities and indebtedness, including the Company’s outstanding debt as of December 31, 2024, and the Company’s commercial paper program and Credit Facility .
R efer to Note 13 to the accompanying Consolidated Financial Statements for additional information regarding the Company’s financing activities and indebtedness, including the Company’s outstanding debt as of December 31, 2025, and the Company’s commercial paper program and Credit Facility . As of December 31, 2025, the Company was in compliance with all of its respective debt covenants.
The following factors impacted year-over-year operating profit margin comparisons. 2024 vs. 2023 operating profit margin comparisons were unfavorably impacted by: • 2024 impairment charge related to a trade name.
The following factors impacted year-over-year operating profit margin comparisons. 2025 vs. 2024 operating profit margin comparisons were unfavorably impacted by: • 2025 impairment charges related to a trade name and a facility, net of an impairment charge related to a trade name in 2024.
Subject to any limitations that may result from market disruptions, the Company anticipates following the same approach in the future. 45 Table of Contents Overview of Cash Flows and Liquidity Following is an overview of the Company’s cash flows and liquidity for the years ended December 31: ($ in millions) 2024 2023 2022 Total operating cash flows provided by continuing operations $ 6,688 $ 6,490 $ 7,613 Cash paid for acquisitions $ (558) $ (5,610) $ (582) Payments for additions to property, plant and equipment (1,392) (1,383) (1,118) Proceeds from sales of property, plant and equipment 13 12 9 Payments for purchases of investments (331) (172) (523) Proceeds from sales of investments 253 61 18 All other investing activities 34 44 51 Total cash used in investing activities from continuing operations (1,981) (7,048) (2,145) Total investing cash used in discontinued operations — (33) (89) Net cash used in investing activities $ (1,981) $ (7,081) $ (2,234) Proceeds from the issuance of common stock in connection with stock-based compensation $ 162 $ 68 $ 31 Payment of dividends (768) (821) (818) Net proceeds from (repayments of) borrowings (maturities of 90 days or less) 5 (1,006) (723) Repayments of borrowings (maturities longer than 90 days) (1,674) (620) (965) Distribution from discontinued operations — 2,600 — Payments for repurchase of common stock (5,979) — — All other financing activities (131) (67) (95) Net cash (used in) provided by financing activities for continuing operations (8,385) 154 (2,570) Cash distributions to Veralto Corporation, net — (427) — Net cash used in financing activities $ (8,385) $ (273) $ (2,570) As of December 31, 2024, the Company held approximately $2.1 billion of cash and cash equivalents.
Overview of Cash Flows and Liquidity Following is an overview of the Company’s cash flows and liquidity for the years ended December 31: ($ in millions) 2025 2024 2023 Total operating cash flows provided by continuing operations $ 6,416 $ 6,688 $ 6,490 Cash paid for acquisitions $ — $ (558) $ (5,610) Payments for additions to property, plant and equipment (1,156) (1,392) (1,383) Proceeds from sales of property, plant and equipment 33 13 12 Payments for purchases of investments (127) (331) (172) Proceeds from sales of investments 12 253 61 Proceeds from sale of product line 9 — — All other investing activities 33 34 44 Total cash used in investing activities from continuing operations (1,196) (1,981) (7,048) Total investing cash used in discontinued operations — — (33) Net cash used in investing activities $ (1,196) $ (1,981) $ (7,081) Proceeds from the issuance of common stock in connection with stock-based compensation $ 85 $ 162 $ 68 Payment of dividends (878) (768) (821) Net (repayments of) proceeds from borrowings (maturities of 90 days or less) (11) 5 (1,006) Borrowings (maturities longer than 90 days) 1,556 — — Repayments of borrowings (maturities longer than 90 days) (500) (1,674) (620) Distribution from discontinued operations — — 2,600 Payments for repurchase of common stock (3,088) (5,979) — All other financing activities (125) (131) (67) Net cash (used in) provided by financing activities for continuing operations (2,961) (8,385) 154 Cash distributions to Veralto Corporation, net — — (427) Net cash used in financing activities $ (2,961) $ (8,385) $ (273) As of December 31, 2025, the Company held approximately $4.6 billion of cash and cash equivalents.
Of the cash and cash equivalents, $631 million was held within the U.S. and approximately $1.5 billion was held outside of the U.S.
Of the cash and cash equivalents, approximately $1.4 billion was held within the U.S. and approximately $3.2 billion was held outside of the U.S.
Operating Profit Performance Operating profit margins decreased 140 basis points from 21.8% for the year ended December 31, 2023 to 20.4% for the year ended December 31, 2024.
Operating Profit Performance Operating profit margins decreased 130 basis points from 20.4% for the year ended December 31, 2024 to 19.1% for the year ended December 31, 2025.
In the segment’s clinical diagnostics businesses, core sales grew on a year-over-year basis led by the clinical lab business, and to a lesser extent by the pathology and acute care businesses.
In the segment’s clinical diagnostics businesses, core sales increased on a year-over-year basis, led by the pathology diagnostics business and, to a lesser extent, the clinical lab and acute care diagnostics businesses. In the clinical lab business, increased sales outside of China, led by North America, more than offset year-over-year declines in China.
Financing activities used cash of approximately $8.4 billion during 2024 compared to $273 million of cash used during 2023.
Financing activities used cash of approximately $3.0 billion during 2025 compared to approximately $8.4 billion of cash used during 2024.
COMPREHENSIVE INCOME Comprehensive income decreased by approximately $2.5 billion in 2024 as compared to 2023, primarily driven by the impact of losses from foreign currency translation adjustments in 2024 compared to gains in 2023 and lower net earnings in 2024 compared to 2023, partially offset by an increase in income from pension and postretirement plan benefit adjustments in 2024 compared to 2023.
COMPREHENSIVE INCOME Comprehensive income increased by approximately $4.2 billion in 2025 as compared to 2024, primarily driven by the impact of gains from foreign currency translation adjustments and cash flow hedges in 2025 compared to losses in 2024, partially offset by lower net earnings in 2025 compared to 2024.
The income taxes, if any, that would be applicable to the repatriation of such earnings (including basis differences in our non-U.S. subsidiaries) are not readily determinable.
The income taxes, if any, that would be applicable to the repatriation of such earnings (including basis differences in our non-U.S. subsidiaries) are not readily determinable. As of December 31, 2025, management believes that the Company has sufficient sources of liquidity to satisfy its cash needs, including its cash needs in the U.S.
The Company engages third-party valuation specialists who review the Company’s critical assumptions and calculations of the fair value of acquired intangible assets in connection with significant acquisitions. In connection with the acquisitions that occurred during the year ended December 31, 2024, the Company recognized aggregate goodwill of $305 million and intangible assets of $419 million.
The Company engages third-party valuation specialists who review the Company’s critical assumptions and calculations of the fair value of acquired intangible assets in connection with significant acquisitions.
Operating Activities Cash flows from operating activities can fluctuate significantly from period-to-period as working capital needs and the timing of payments for income taxes, restructuring activities and productivity improvement initiatives, pension funding and other items impact reported cash flows.
Operating Activities Cash flows from operating activities can fluctuate significantly from period-to-period as working capital needs and the timing of payments for income taxes, restructuring activities and productivity improvement initiatives, pension funding and other items impact reported cash flows. 48 Table of Contents Operating cash flows from continuing operations were approximately $6.4 billion for 2025, a decrease of $272 million, or 4%, as compared to 2024.
In performing its goodwill impairment testing, the Company estimates the fair value of its reporting units primarily using a market-based approach which relies on current trading multiples of forecasted EBITDA for companies operating in businesses similar to each of the Company’s reporting units to calculate an estimated fair value of each reporting unit.
The market-based approach relies on current trading multiples of forecasted EBITDA for companies operating in businesses similar to each of the Company’s reporting units to calculate an estimated fair value of each reporting unit, in addition to recent available market sale transactions of comparable businesses.
Refer to Note 10 to the accompanying Consolidated Financial Statements for additional information regarding the impairment - 305 basis points • The incremental dilutive effect in 2024 of acquired businesses - 245 basis points • Lower 2024 core sales and the impact of product mix, net of improvements in the segment’s operational and administrative cost structure - 25 basis points • 2023 gain from the resolution of a litigation contingency - 15 basis points 2024 vs. 2023 operating profit margin comparisons were favorably impacted by: • Acquisition-related transaction costs deemed significant, settlement of pre-acquisition share-based payment awards and fair value adjustments to inventory in 2023, net of acquisition-related fair value adjustment to inventory in 2024, in each case related to the acquisition of Abcam - 100 basis points Depreciation and amortization of intangible assets increased as a percentage of sales during 2024 as compared with 2023, primarily as a result of acquisitions.
Refer to Note 10 to the accompanying Consolidated Financial Statements for additional information - 305 basis points • The impact of changes in leverage from the Company’s operational and administrative cost structure, the impact of product mix, lower 2025 core sales and an increase in costs incurred for productivity improvement actions - 190 basis points • The incremental dilutive effect in 2025 of acquired businesses - 30 basis points 2025 vs. 2024 operating profit margin comparisons were favorably impacted by: • 2024 acquisition-related fair value adjustment to inventory related to the acquisition of Abcam - 35 basis points Depreciation and amortization of intangible assets increased as a percentage of sales during 2025 as compared with 2024, primarily as a result of acquisitions.
The following factors impacted year-over-year operating profit margin comparisons. 2024 vs. 2023 operating profit margin comparisons were unfavorably impacted by: • Lower 2024 core sales, reduced leverage in the segment’s operational and administrative cost structure and the impact of product mix, net of 2023 inventory write-offs - 245 basis points 2024 vs. 2023 operating profit margin comparisons were favorably impacted by: • 2023 impairment charges related to technology-based intangible assets and other assets - 75 basis points Amortization of intangible assets as a percentage of sales increased in 2024 as compared with 2023 due to the decrease in sales and relatively consistent amortization expense year-over-year.
The following factors impacted year-over-year operating profit margin comparisons. 2025 vs. 2024 operating profit margin comparisons were favorably impacted by: • Higher 2025 core sales and the impact of product mix, net of the impact of currency exchange rates and changes in leverage from the Company’s operational and administrative cost structure - 200 basis points 2025 vs. 2024 operating profit margin comparisons were unfavorably impacted by: • 2025 impairment charges related to technology, other intangible assets and a facility - 130 basis points Amortization of intangible assets as a percentage of sales decreased in 2025 as compared with 2024 due to the increase in sales.
In addition, the Company’s broad-based business activities help to reduce the impact that volatility in any particular area or related areas may have on its financial statements as a whole. Interest Rate Risk The Company manages interest cost using a mixture of fixed-rate and at times variable-rate debt.
The Company also periodically uses derivative financial instruments to manage currency exchange risks and interest rate risks. In addition, the Company’s broad-based business activities help to reduce the impact that volatility in any particular area or related areas may have on its financial statements as a whole.

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