Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Management on Danaher Corporation’s Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control-Integrated Framework” (2013 framework). Based on this assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting is effective.

The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting. This report dated February 24, 2026 appears on page 56 of this Form 10-K.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Danaher Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Danaher Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Danaher Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 24, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Danaher Corporation’s Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Tysons, Virginia

February 24, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Danaher Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Danaher Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Uncertain Tax Positions
Description of the MatterAs discussed in Note 7 to the consolidated financial statements, the Company operates in the U.S. and multiple international tax jurisdictions and as a result files numerous tax returns in those locations. Uncertainty in a tax position may arise for multiple reasons, including because tax laws are subject to interpretation. The Company applies the applicable tax law and judgment to (1) determine whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition. As of December 31, 2025, the Company’s gross unrecognized tax benefits related to uncertain tax positions were approximately $1.3 billion. Auditing the recognition and measurement of certain of the Company’s tax positions including the evaluation of whether such tax position is more likely than not to be sustained, and if applicable the measurement of the benefit, is complex and required the use of tax subject matter resources.
How We Addressed the Matter in Our AuditWe tested controls over management’s accounting for tax positions, including assessment of the technical merits of tax positions and if applicable, the measurement of the benefit of the tax position. To evaluate whether the technical merits of certain of the Company’s income tax positions are more likely than not sustainable, our audit procedures included, among others, evaluation of applicable tax law, court cases, tax regulations and other regulatory guidance by our tax subject matter resources. For certain of the income tax positions, we also involved tax subject matter resources in corroborating our understanding of the relevant facts, examining the Company’s analysis, evaluating relevant correspondence with the tax authority and reading third-party advice obtained by management, as applicable. We also evaluated the adequacy of the Company’s disclosures included in Note 7 to the consolidated financial statements.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002.

Tysons, Virginia

February 24, 2026

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

($ in millions, except per share amount)

As of December 31
20252024
ASSETS
Current assets:
Cash and equivalents$4,615$2,078
Trade accounts receivable, less allowance for doubtful accounts of $114 as of December 31, 2025 and $113 as of December 31, 20243,9133,537
Inventories2,4892,330
Prepaid expenses and other current assets1,7391,552
Total current assets12,7569,497
Property, plant and equipment, net5,5314,990
Other long-term assets4,2093,990
Goodwill43,15140,497
Other intangible assets, net17,81718,568
Total assets$83,464$77,542
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current portion of long-term debt$2$505
Trade accounts payable1,8441,753
Accrued expenses and other liabilities4,9614,540
Total current liabilities6,8076,798
Other long-term liabilities5,7005,694
Long-term debt18,41615,500
Stockholders’ equity:
Common stock - $0.01 par value, 2.0 billion shares authorized; 886.9 million issued and 706.9 million outstanding as of December 31, 2025; 884.3 million issued and 719.1 million outstanding as of December 31, 202499
Additional paid-in capital17,19416,727
Treasury stock(11,353)(8,163)
Retained earnings46,89144,188
Accumulated other comprehensive income (loss)(207)(3,218)
Total Danaher stockholders’ equity52,53449,543
Noncontrolling interests77
Total stockholders’ equity52,54149,550
Total liabilities and stockholders’ equity$83,464$77,542

See the accompanying Notes to the Consolidated Financial Statements.

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

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

Year Ended December 31
202520242023
Sales$24,568$23,875$23,890
Cost of sales(10,045)(9,669)(9,856)
Gross profit14,52314,20614,034
Operating costs:
Selling, general and administrative expenses(8,235)(7,759)(7,329)
Research and development expenses(1,598)(1,584)(1,503)
Operating profit4,6904,8635,202
Nonoperating income (expense):
Other income (expense), net(222)(56)(175)
Interest expense(265)(278)(286)
Interest income30117303
Earnings from continuing operations before income taxes4,2334,6465,044
Income taxes(633)(747)(823)
Net earnings from continuing operations3,6003,8994,221
Earnings from discontinued operations, net of income taxes14—543
Net earnings3,6143,8994,764
Mandatory convertible preferred stock dividends——(21)
Net earnings attributable to common stockholders$3,614$3,899$4,743
Net earnings per common share from continuing operations:
Basic$5.05$5.33$5.70
Diluted$5.03$5.29$5.65
Net earnings per common share from discontinued operations:
Basic$0.02$—$0.74
Diluted$0.02$—$0.73
Net earnings per common share:
Basic$5.07$5.33$6.44
Diluted$5.05$5.29$6.38
Average common stock and common equivalent shares outstanding:
Basic712.7731.0736.5
Diluted716.1737.2743.1

See the accompanying Notes to the Consolidated Financial Statements.

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($ in millions)

Year Ended December 31
202520242023
Net earnings$3,614$3,899$4,764
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments2,665(1,458)215
Pension and postretirement plan benefit adjustments115101(51)
Cash flow hedge adjustments231(113)(14)
Total other comprehensive income (loss), net of income taxes3,011(1,470)150
Comprehensive income$6,625$2,429$4,914

See the accompanying Notes to the Consolidated Financial Statements.

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

($ in millions)

Year Ended December 31
202520242023
Preferred stock:
Balance, beginning of period$—$—$1,668
Conversion of Mandatory Convertible Preferred Stock to common stock——(1,668)
Balance, end of period$—$—$—
Common stock:
Balance, beginning and end of period$9$9$9
Additional paid-in capital:
Balance, beginning of period$16,727$16,170$14,005
Common stock-based award activity467554507
Common stock issued in connection with Mandatory Convertible Preferred Stock conversions——1,668
Acquisition of noncontrolling interests—3—
Distribution of Veralto Corporation——(10)
Balance, end of period$17,194$16,727$16,170
Treasury stock:
Balance, beginning of period$(8,163)$(2,019)$(1,933)
Repurchase of common stock, including excise tax(3,112)(6,039)—
Common stock-based award activity(78)(105)(86)
Balance, end of period$(11,353)$(8,163)$(2,019)
Retained earnings:
Balance, beginning of period$44,188$41,074$39,205
Net earnings3,6143,8994,764
Common stock dividends declared(911)(785)(773)
Mandatory Convertible Preferred Stock dividends declared——(21)
Distribution of Veralto Corporation——(2,101)
Balance, end of period$46,891$44,188$41,074
Accumulated other comprehensive income (loss):
Balance, beginning of period$(3,218)$(1,748)$(2,872)
Distribution of Veralto Corporation——974
Other comprehensive income (loss)3,011(1,470)150
Balance, end of period$(207)$(3,218)$(1,748)
Noncontrolling interests:
Balance, beginning of period$7$4$8
Distribution of Veralto Corporation——(4)
Change in noncontrolling interests—3—
Balance, end of period$7$7$4
Total stockholders’ equity, end of period$52,541$49,550$53,490

See the accompanying Notes to the Consolidated Financial Statements.

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in millions)

Year Ended December 31
202520242023
Cash flows from operating activities:
Net earnings$3,614$3,899$4,764
Less: earnings from discontinued operations, net of income taxes(14)—(543)
Net earnings from continuing operations3,6003,8994,221
Noncash items:
Depreciation750721675
Amortization of intangible assets1,6971,6311,491
Amortization of acquisition-related inventory fair value step-up—258
Stock-based compensation expense298288306
Investment losses, pretax gain on sale of product line and other22857182
Impairment charges56226577
Change in deferred income taxes(440)(483)(1,204)
Change in trade accounts receivable, net(216)331322
Change in inventories(58)147185
Change in trade accounts payable919(149)
Change in prepaid expenses and other assets(55)274419
Change in accrued expenses and other liabilities41(486)(43)
Total operating cash provided by continuing operations6,4166,6886,490
Total operating cash provided by discontinued operations——674
Net cash provided by operating activities6,4166,6887,164
Cash flows from investing activities:
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 equipment331312
Payments for purchases of investments(127)(331)(172)
Proceeds from sales of investments1225361
Proceeds from sale of product line9——
All other investing activities333444
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)
Cash flows from financing activities:
Proceeds from the issuance of common stock in connection with stock-based compensation8516268
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)
Effect of exchange rate changes on cash and equivalents278(108)59
Net change in cash and equivalents2,537(3,786)(131)
Beginning balance of cash and equivalents2,0785,8645,995
Ending balance of cash and equivalents$4,615$2,078$5,864
Supplemental disclosure:
Distribution of noncash net assets to Veralto Corporation$—$—$(1,674)

See the accompanying Notes to the Consolidated Financial Statements.

DANAHER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business—Danaher Corporation (“Danaher” or the “Company”) designs, manufactures and markets professional, medical, research and industrial products and services, which are typically characterized by strong brand names, innovative technologies and major market positions. As of December 31, 2025, the Company operates in three business segments:

  • 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 Company’s solutions support a broad range of biotherapeutics including monoclonal antibodies, recombinant proteins, replacement therapies such as insulin and vaccines, as well as novel cell, gene, mRNA and other nucleic acid therapies.

*•*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. 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.

  • The Diagnostics segment offers clinical instruments, consumables, software and services that hospitals, physicians’ offices, reference laboratories and other critical care settings use to diagnose disease and make treatment decisions.

Refer to Notes 2 and 3 for a discussion of acquisitions and discontinued operations.

Accounting Principles—The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The Consolidated Financial Statements also reflect the impact of noncontrolling interests. Noncontrolling interests do not have a significant impact on the Company’s consolidated results of continuing operations; therefore earnings attributable to noncontrolling interests for continuing operations are not presented separately in the Company’s Consolidated Statements of Earnings. Earnings attributable to noncontrolling interests have been reflected in selling, general and administrative (“SG&A”) expenses and were insignificant in all periods presented. Reclassifications of certain prior year amounts have been made to conform to the current year presentation.

Use of Estimates—The preparation of these financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company bases these estimates on historical experience, the current economic environment and on various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated with these estimates exist and actual results may differ materially from these estimates.

Cash and Equivalents—The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents.

Accounts Receivable and Allowances for Doubtful Accounts—All trade accounts, contract and finance receivables are reported on the accompanying Consolidated Balance Sheets adjusted for any write-offs and net of allowances for doubtful accounts. The allowances for doubtful accounts represent management’s best estimate of the expected future credit losses from the Company’s trade accounts, contract and finance receivable portfolios. Determination of the allowances requires management to exercise judgment about the timing, frequency and severity of credit losses that could materially affect the provision for credit losses and, therefore, net earnings. The Company regularly performs detailed reviews of its portfolios to determine if an impairment has occurred and evaluates the collectability of receivables based on a combination of various financial and qualitative factors that may affect customers’ ability to pay, including customers’ financial condition, collateral, debt-servicing ability, past payment experience and credit bureau information. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the recognized receivable to the amount reasonably expected to be collected. Additions to the allowances for doubtful accounts are charged to current period earnings and amounts determined to be uncollectible are charged directly against the allowances. If any previously-written off amounts are subsequently recovered, the amounts will increase the allowances. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional reserves would be required. The Company does not believe that trade accounts receivable represents significant concentrations of credit risk because of the diversified portfolio of individual customers and geographical areas. The Company’s allowance for doubtful accounts as of December 31, 2025 reflects the Company’s best estimate of the expected future losses for its accounts

receivables; however, these estimates may change and future actual losses may differ from the Company’s estimates. The Company will continue to monitor economic conditions and will revise the estimates of the expected future losses for accounts receivable as necessary. The Company recorded $45 million, $37 million and $43 million of expense associated with doubtful accounts related to continuing operations for the years ended December 31, 2025, 2024 and 2023, respectively.

Included in the Company’s trade accounts receivable and other long-term assets as of December 31, 2025 and 2024 are $211 million and $141 million of net aggregate financing receivables, respectively. All financing receivables are evaluated for impairment based on individual customer credit profiles.

Inventories—Inventories include the costs of material, labor and overhead. Inventories are stated at the lower of cost and net realizable value primarily using the first-in, first-out method.

The classes of inventory as of December 31 are summarized as follows ($ in millions):

20252024
Finished goods$1,287$1,145
Work in process469465
Raw materials733720
Total$2,489$2,330

Prepaid Expenses and Other Current Assets—Prepaid expenses and other current assets primarily result from advance payments to vendors for goods and services and are capitalized until the related goods are received or services are performed and advance payments to tax authorities. The Company’s prepaid expenses and other current assets as of December 31, 2025 and 2024 are primarily comprised of prepaid expenses of $668 million and $620 million, respectively, and taxes receivable for income and other taxes of $989 million and $853 million, respectively.

Property, Plant and Equipment—Property, plant and equipment are carried at cost. The provision for depreciation has been computed principally by the straight-line method based on the estimated useful lives of the depreciable assets as follows:

CategoryUseful Life
Buildings30 - 40 years
Leased assets and leasehold improvementsAmortized over the lesser of the economic life of the asset or the term of the lease
Machinery and equipment3 – 20 years
Customer-leased equipment5 – 7 years

Estimated useful lives are periodically reviewed and, when appropriate, changes to estimates are made prospectively.

The classes of property, plant and equipment as of December 31 are summarized as follows ($ in millions):

20252024
Land and improvements$233$230
Buildings3,0542,548
Machinery and equipment4,8674,430
Customer-leased equipment2,1441,883
Gross property, plant and equipment10,2989,091
Less: accumulated depreciation(4,767)(4,101)
Property, plant and equipment, net$5,531$4,990

Investments—Investments over which the Company has a significant influence but not a controlling interest, are accounted for using the equity method of accounting, which requires the Company to record its initial investment at cost and adjust the balance each period for the Company’s share of the investee’s income or loss and dividends paid. The Company also invests in start-up companies where the Company has neither control of nor significant influence over the investee. The Company measures these non-marketable equity securities at fair value and recognizes changes in fair value in net earnings. For securities without readily available fair values, the Company has elected the measurement alternative to record these investments at cost and to adjust for impairments and observable price changes with a same or similar security from the same issuer within net earnings (the “Fair Value Alternative”). Additionally, the Company is a limited partner in partnerships that invest in start-up companies. While the partnerships record these investments at fair

value, the Company’s investment in the partnerships is accounted for under the equity method of accounting. The Company made minority investments in equity method investments and non-marketable equity securities totaling $127 million, $331 million and $172 million in 2025, 2024 and 2023, respectively, including investments in partnerships of $119 million, $174 million and $71 million in 2025, 2024 and 2023, respectively. The Company recorded net realized and unrealized gains and losses related to changes in the fair value of these investments, as well as impairments to equity-method investments in other income (expense), net, in the accompanying Consolidated Statements of Earnings. Refer to Notes 8 and 11 for additional information about the Company’s investments.

Other Assets—Other assets principally include operating lease right-of-use (“ROU”) assets, noncurrent deferred tax assets and other investments.

Fair Value of Financial Instruments—The Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivable, investments in equity securities and cross-currency swaps, obligations under trade accounts payable and short and long-term debt. Due to their short-term nature, the carrying values for cash and cash equivalents, trade accounts receivable and trade accounts payable approximate fair value. Refer to Note 11 for the fair values of the Company’s investments in equity securities and cross-currency swaps and other obligations.

Goodwill and Other Intangible Assets—Goodwill and other intangible assets result from the Company’s acquisition of existing businesses. In accordance with accounting standards related to business combinations, goodwill is not amortized; however, certain finite-lived identifiable intangible assets, primarily customer relationships and acquired technology, are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized. In-process research and development (“IPR&D”) is initially capitalized at fair value and when the IPR&D project is complete, the asset is considered a finite-lived intangible asset and amortized over its estimated useful life. If an IPR&D project is abandoned, an impairment loss equal to the value of the intangible asset is recorded in the period of abandonment. The Company reviews identified intangible assets and goodwill for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company also tests intangible assets with indefinite lives and goodwill for impairment at least annually. Refer to Notes 2 and 10 for additional information about the Company’s goodwill and other intangible assets.

Revenue Recognition—The Company derives revenues primarily from the sale of life sciences research, biopharmaceutical drug production and medical diagnostic products and services. Revenue is recognized when control of the promised products or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price). A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of account under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company recognizes revenue when the obligations under the terms of a contract are satisfied; generally, this occurs when the customer obtains control of the underlying product or service. For equipment and consumables sold by the Company, control transfers to the customer at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is not a formality, the customer must have accepted the product or service. Returns for products sold are estimated and recorded as a reduction of revenue at the time of sale. Customer allowances and rebates, consisting primarily of volume discounts and other short-term incentive programs, are recorded as a reduction of revenue at the time of sale because these allowances reflect a reduction in the transaction price. Product returns, customer allowances and rebates are estimated based on historical experience and known trends. For extended warranty and service, control transfers to the customer over the term of the arrangement and revenue is recognized based upon the period of time elapsed under the arrangement. Revenue for other long-term contracts is generally recognized based upon the cost-to-cost measure of progress, provided that the Company meets the criteria associated with transferring control of the good or service over time.

Certain of the Company’s revenues relate to operating-type lease (“OTL”) arrangements. Leases are outside the scope of ASC 606 and are accounted for in accordance with ASC 842, Leases. Equipment lease revenue for OTL agreements is recognized on a straight-line basis over the life of the lease, and the cost of customer-leased equipment is recorded within property, plant and equipment in the accompanying Consolidated Balance Sheets and depreciated over the equipment’s estimated useful life. Depreciation expense associated with the leased equipment under OTL arrangements is reflected in cost of sales in the accompanying Consolidated Statements of Earnings. The OTLs are generally not cancellable until after an initial term and may or may not require the customer to purchase a minimum number of consumables or tests throughout the contract term. The Company also enters into sales-type lease (“STL”) arrangements with customers which result in earlier recognition of equipment lease revenue as compared to an OTL.

For a contract with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling

price is the price observed in standalone sales to customers. Allocation of the transaction price is determined at the contracts’ inception.

Shipping and Handling—Shipping and handling costs are included as a component of cost of sales. Revenue derived from shipping and handling costs billed to customers is included in sales.

Advertising—Advertising costs are expensed as incurred.

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 the Company’s existing products and expanding the applications for which uses of the Company’s products are appropriate. R&D costs are expensed as incurred.

Contract Termination—The Company has certain contractual relationships with distributors who sell the Company’s products. During the year ended December 31, 2024, the Company terminated three contracts with distributors and incurred $56 million of costs related to the termination of the arrangements, which are recorded within SG&A expenses in the accompanying Consolidated Statements of Earnings.

Income Taxes—The Company’s income tax expense represents the tax liability for the current year, the tax benefit or expense for the net change in deferred tax liabilities and assets during the year, as well as reserves for unrecognized tax benefits and return to provision adjustments. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates expected to be in effect during the year in which the differences reverse. Deferred tax assets generally represent items that can be used as a tax deduction or credit in the Company’s tax return in future years for which the tax benefit has already been reflected on the Company’s Consolidated Statements of Earnings. 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. Deferred tax liabilities generally represent items that have already been taken as a deduction on the Company’s tax return but have not yet been recognized as an expense in the Company’s Consolidated Statements of Earnings. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income tax expense in the period that includes the enactment date. The Company provides for unrecognized tax benefits when, based upon the technical merits, it is “more likely than not” that an uncertain tax position will not be sustained upon examination. Judgment is required in evaluating tax positions and determining income tax provisions. The Company re-evaluates the technical merits of its tax positions and may recognize an uncertain tax benefit in certain circumstances, including when: (1) a tax audit is completed; (2) applicable tax laws change, including a tax case ruling or legislative guidance; or (3) the applicable statute of limitations expires. The Company recognizes potential accrued interest and penalties associated with unrecognized tax positions in income tax expense. Refer to Note 7 for additional information.

Foreign Currency Translation—Exchange rate adjustments resulting from foreign currency transactions are recognized in net earnings, whereas effects resulting from the translation of financial statements are reflected as a component of accumulated other comprehensive income (loss) within stockholders’ equity. Assets and liabilities of subsidiaries operating outside the United States (“U.S.”) with a functional currency other than U.S. dollars are translated into U.S. dollars using year end exchange rates and income statement accounts are translated at weighted average rates. Net foreign currency transaction gains or losses were not material in any of the years presented. As discussed below, the Company uses its foreign currency-denominated debt and cross-currency swap arrangements whereby existing U.S. dollar-denominated borrowings are effectively converted to foreign currency borrowings to partially hedge its net investments in foreign operations against adverse movements in exchange rates.

Derivative Financial Instruments—The Company is neither a dealer nor a trader in derivative instruments. The Company has generally accepted the exposure to transactional exchange rate movements without using derivative instruments to manage this risk, although the Company from time to time partially hedges its net investments in foreign operations against adverse movements in exchange rates through foreign currency-denominated debt and cross-currency swaps. The Company periodically enters into foreign currency forward contracts to mitigate a portion of its foreign currency exchange risk and forward starting swaps to mitigate interest rate risk related to the Company’s debt. The Company also uses cross-currency swap derivative contracts to hedge long-term debt issuances in a foreign currency other than the functional currency of the borrower. When utilized, the derivative instruments are recorded on the Consolidated Balance Sheets as either an asset or liability measured at fair value. To the extent the derivative instrument qualifies as an effective hedge, changes in fair value are recognized in accumulated other comprehensive income (loss) in stockholders’ equity. Changes in the value of the foreign currency denominated debt and cross-currency swaps designated as hedges of the Company’s net investment in foreign operations based on spot rates are recognized in accumulated other comprehensive income (loss) in stockholders’ equity and offset changes in the value of the Company’s foreign currency denominated operations. Refer to Note 14 for additional information.

Accumulated Other Comprehensive Income (Loss)—Accumulated other comprehensive income (loss) refers to certain gains and losses that under GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity. Foreign currency translation adjustments are generally not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries. Cash flow hedge adjustments reflect the gains or losses on the derivative contract designated as the hedging instrument. Pension and postretirement plan benefit adjustments relate to unrecognized prior service credits and actuarial gains and losses. Refer to Notes 14, 15 and 18 for additional information.

Accounting for Stock-Based Compensation—The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted, including stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”), based on the fair value of the award as of the grant date. Equity-based compensation expense is recognized net of an estimated forfeiture rate on a straight-line basis over the requisite service period of the award, except that in the case of RSUs, compensation expense is recognized using an accelerated attribution method. Refer to Note 18 for additional information on the stock-based compensation plans in which certain employees of the Company participate.

Pension and Postretirement Benefit Plans—The Company measures its pension and postretirement plans’ assets and its obligations that determine the respective plan’s funded status as of the end of the Company’s fiscal year, and recognizes an asset for a plan’s overfunded status or a liability for a plan’s underfunded status in its balance sheet. Changes in the funded status of the plans are recognized in the year in which the changes occur and reported in comprehensive income (loss). Refer to Note 15 for additional information on the Company’s pension and postretirement plans including a discussion of the actuarial assumptions, the Company’s policy for recognizing the associated gains and losses and the method used to estimate service and interest cost components.

Government Assistance—The Company accounts for government assistance transactions by analogy to the grant accounting model in International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance. The Company receives various forms of government assistance, primarily through grants related to the development of new products and the expansion of production capacity. There are instances whereby the U.S. government has certain rights, including rights with respect to the allocation of certain of the incremental production capacity associated with such expansion and/or rights in intellectual property produced with its financial assistance. In 2025, 2024 and 2023, the Company recorded amounts related to government assistance that offset operating expenses of $50 million, $43 million and $51 million, respectively, and purchases of property, plant and equipment of $107 million, $198 million and $136 million, respectively. Property, plant and equipment purchased using funds provided by governments are recorded net of government assistance.

Accounting Standards Recently Adopted—In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The ASU requires that a joint venture apply a new basis of accounting upon formation in which the joint venture will recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The ASU is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. The Company early adopted the ASU effective September 30, 2023 on a prospective basis.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. The ASU requires additional disclosures about reportable segments’ significant expenses on an interim and annual basis. The Company adopted the ASU effective January 1, 2024 on a retrospective basis. Refer to Note 6 for additional segment disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The ASU expands disclosures in the income tax rate reconciliations table and cash taxes paid. The Company adopted the ASU effective January 1, 2025 on a prospective basis. This accounting standard increased the tax disclosures in this report but had no impact on reported income tax expense or related tax assets or liabilities. Refer to Note 7 for additional income tax disclosures.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Loss for Accounts Receivable and Contract Assets. The ASU provides a practical expedient for the calculation of current expected credit losses for current accounts receivable and contract assets, allowing entities to assume that current conditions as of the balance sheet date will persist through the forecast period. The Company will adopt the ASU effective January 1, 2026 on a prospective basis and expects to elect the practical expedient for the calculation of current expected credit losses. The adoption is not anticipated to have a material impact to the Company’s allowance for doubtful accounts.

Accounting Standards Not Yet Adopted—In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The ASU requires disclosure of disaggregated information about certain income statement expenses, including specific expense categories. The ASU is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. This accounting standard will increase disclosures in the Company’s annual and interim reporting but will have no impact on reported income statement expense captions.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. The ASU updates the requirements for capitalization of internal-use software, removing all reference to prescriptive and sequential software development stages. The ASU is effective for annual periods beginning after December 15, 2027 and for interim periods within those fiscal years. The Company is assessing the impact of the ASU on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities. The ASU establishes guidance on how to recognize, measure and present government grants, adopting certain principles from the grant accounting model in the International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance. The ASU is effective for annual reporting periods beginning after December 15, 2028 and interim periods within those fiscal years. The Company is assessing the impact of the ASU on its consolidated financial statements and related disclosures.

NOTE 2. ACQUISITIONS

The Company continually evaluates potential acquisitions that either strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s Consolidated Financial Statements. This goodwill arises because the purchase prices for these businesses exceeds the fair value of acquired identifiable net assets due to the purchase prices reflecting a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses, the avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance the Company’s existing product offerings to key target markets and enter into new and profitable businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations.

The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including earnings before interest, taxes, depreciation and amortization (“EBITDA”), revenue, revenue growth rates, royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by future economic and market conditions. 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. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment.

The following briefly describes the Company’s acquisition activity for the three years ended December 31, 2025.

During 2025, there were no acquisitions. During 2024, the Company acquired three businesses for total consideration of $558 million in cash, net of cash acquired. The businesses acquired complement existing units of the Company’s Life Sciences segment. The Company recorded an aggregate of $305 million of goodwill related to these acquisitions.

On December 6, 2023, the Company acquired Abcam plc (“Abcam”) for a cash purchase price of approximately $5.6 billion (the “Abcam Acquisition”). Abcam is a leading global supplier of protein consumables, including highly validated antibodies, reagents, biomarkers and assays to address targets in biological pathways that are critical for advancing drug discovery, life sciences research and diagnostics. Abcam is now part of the Company’s Life Sciences segment. Abcam generated revenues of approximately £362 million in 2022. The acquisition of Abcam has provided and is expected to provide the Company additional sales and earnings opportunities in the proteomics sector. The Company financed the Abcam Acquisition using cash on hand. The Company recorded approximately $3.9 billion of goodwill related to the Abcam Acquisition.

The following summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition ($ in millions):

20242023
Trade accounts receivable$15$86
Inventories194
Property, plant and equipment13158
Goodwill3053,851
Other intangible assets, primarily developed technology, trade names and customer relationships4192,146
Trade accounts payable(2)(32)
Deferred tax liabilities(59)(519)
Other assets and liabilities, net16(49)
Net assets acquired7085,735
Less: noncash consideration(150)(125)
Net cash consideration$558$5,610

The noncash consideration of $150 million and $125 million related to a 2024 and a 2023 acquisition, respectively, and were the result of the Company’s preexisting investments in the acquired businesses.

Transaction-related costs for the Abcam Acquisition were $27 million for the year ended December 31, 2023. The Company’s earnings for 2024 and 2023 also reflect the pretax impact of $25 million and $68 million, respectively, of non-recurring acquisition date fair value adjustments to inventory in both periods and the settlement of pre-acquisition share-based payment awards in 2023, both related to the Abcam Acquisition. Transaction-related costs and acquisition-related fair value adjustments attributable to other acquisitions were not material for the years ended December 31, 2025, 2024 or 2023.

Pro Forma Financial Information (Unaudited)

The unaudited pro forma information for the periods set forth below gives effect to the 2024 acquisitions as if they had occurred as of the beginning of the comparable prior annual reporting period, including the results from operations for the acquired business as well as the impact of assumed financing of the transaction and the impact of the purchase price allocation (including the amortization of acquired intangible assets). The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time ($ in millions except per share amounts):

20252024
Sales$24,568$23,920
Net earnings from continuing operations3,6003,907
Diluted net earnings per common share from continuing operations5.035.30

The 2024 unaudited pro forma net earnings from continuing operations set forth above were adjusted to exclude the pretax impact of a $25 million nonrecurring acquisition date fair value adjustment to inventory.

Pending Acquisition

On February 16, 2026, the Company entered into a definitive agreement to acquire all of the outstanding shares of Masimo Corporation (“Masimo”) for an aggregate cash purchase price of approximately $9.9 billion, including assumed indebtedness and net of acquired cash (the “Masimo Acquisition”). Masimo is a leading specialty diagnostics provider of pulse oximetry and other patient monitoring systems, primarily in acute care settings. Masimo generated revenues of approximately $1.5 billion in 2025. The Company expects to include the Masimo business within its Diagnostics segment. The transaction is subject to customary closing conditions, including receipt of applicable regulatory clearances and Masimo shareholder approval.

The Company expects to finance the Masimo Acquisition using cash on hand and proceeds from debt financing.

NOTE 3. DISCONTINUED OPERATIONS

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. To effect the Veralto Separation, Danaher distributed to its stockholders one share of Veralto common stock for every three shares of Danaher common stock outstanding as of September 13, 2023, the record date for the distribution. Fractional shares of Veralto common stock that otherwise would have been distributed were aggregated and sold into the public market and the proceeds distributed to Danaher stockholders who otherwise would have received fractional shares of Veralto common stock.

In preparation for the Veralto Separation, in September 2023 Veralto issued approximately $2.6 billion in debt securities. The proceeds from these issuances were used to fund the approximately $2.6 billion net cash distributions Veralto made to Danaher prior to the Distribution Date (“Veralto Distribution”). Danaher used the Veralto Distribution proceeds to redeem approximately $1.0 billion of commercial paper, to satisfy bond maturities and to fund certain of the Company’s regular, quarterly cash dividends to shareholders.

The accounting requirements for reporting Veralto as a discontinued operation were met when the Veralto Separation was completed. Accordingly, the accompanying Consolidated Financial Statements for all periods presented reflect this business as a discontinued operation. The Company allocated a portion of the consolidated interest expense to discontinued operations based on the ratio of the discontinued business’ net assets to the Company’s consolidated net assets.

As a result of the Veralto Separation, the Company incurred $145 million in Veralto Separation-related costs during the year ended December 31, 2023, which are reflected in earnings from discontinued operations, net of income taxes in the accompanying Consolidated Statements of Earnings. These costs primarily relate to professional fees associated with preparation of regulatory filings and activities within finance, tax, legal and information technology functions as well as certain investment banking fees and tax costs incurred upon the Veralto Separation.

In connection with the Veralto Separation, Danaher and Veralto entered into various agreements to effect the Veralto Separation and provide a framework for their relationship after the Veralto Separation, including a separation and distribution agreement, transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement and a DANAHER BUSINESS SYSTEM (“DBS”) license agreement. These agreements provide for the allocation between Danaher and Veralto of assets, employees, liabilities and obligations (including investments, property, employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Veralto’s separation from Danaher and govern certain relationships between Danaher and Veralto after the Veralto Separation. In addition, Danaher is also party to various commercial agreements with Veralto entities. The amounts paid and received by Danaher for transition services provided under the above agreements as well as sales and purchases to and from Veralto were not material to the Company’s results of operations for the years ended December 31, 2025, 2024 and 2023.

The key components of income from the Veralto business from discontinued operations for the year ended December 31, 2023 were as follows ($ in millions):

Sales$3,712
Cost of sales(1,556)
Selling, general and administrative expenses(1,236)
Research and development expenses(168)
Other income (expense)(14)
Interest expense(7)
Income from discontinued operations before income taxes731
Income tax expense(188)
Earnings from discontinued operations, net of income taxes$543

On July 2, 2016, the Company completed the separation (the “Fortive Separation”) of its former Test & Measurement segment, Industrial Technologies segment (excluding the product identification business) and the retail/consumer petroleum businesses by distributing to Danaher stockholders on a pro rata basis all of the issued and outstanding common stock of Fortive Corporation (“Fortive”), the entity the Company incorporated to hold such businesses. The accounting requirements for reporting the Fortive Separation as a discontinued operation were met when the Fortive Separation was completed.

In 2025, the Company recorded an income tax benefit of $14 million related to the release of previously provided reserves due to audit settlements and the expiration of statutes of limitations associated with uncertain tax positions on certain of the Company’s tax returns which were jointly filed with Fortive and Veralto entities. This income tax benefit is included in earnings from discontinued operations, net of income taxes in the accompanying Consolidated Statements of Earnings.

NOTE 4. NET EARNINGS PER COMMON SHARE FROM CONTINUING OPERATIONS

Basic net earnings per share from continuing operations (“EPS”) is calculated by taking net earnings from continuing operations less the Mandatory Convertible Preferred Stock (“MCPS”) dividends divided by the weighted average number of common shares outstanding for the applicable period. Diluted net EPS from continuing operations is computed by taking net earnings from continuing operations less the MCPS dividends divided by the weighted average number of common shares outstanding increased by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued and reduced by the number of shares the Company could have repurchased with the proceeds from the issuance of the potentially dilutive shares. For the years ended December 31, 2025, 2024 and 2023, 6.4 million, 1.3 million and 3.5 million options to purchase shares, respectively, were excluded from the diluted earnings per share calculation, as the impact of their inclusion would have been anti-dilutive.

Basic and diluted EPS are computed independently for each quarter and annual period, which involves the use of different weighted-average share count figures relating to quarterly and annual periods. As a result, and after factoring the effect of rounding to the nearest cent per share, the sum of prior quarter-to-date EPS figures may not equal annual EPS.

On April 17, 2023, all outstanding shares of the MCPS Series B converted into 8.6 million shares of the Company’s common stock. The impact of the MCPS Series B calculated under the if-converted method was anti-dilutive for the year ended December 31, 2023 and as such 2.5 million shares underlying the MCPS Series B were excluded in the calculation of diluted EPS and the related MCPS Series B dividends of $21 million were included in the calculation of net earnings for diluted EPS for the period. Refer to Note 18 for additional information about the MCPS Series B conversion.

Information related to the calculation of net earnings per common share from continuing operations for the years ended December 31 is summarized as follows ($ and shares in millions, except per share amounts):

202520242023
Numerator:
Net earnings from continuing operations$3,600$3,899$4,221
MCPS dividends——(21)
Net earnings from continuing operations attributable to common stockholders for Basic and Diluted EPS$3,600$3,899$4,200
Denominator:
Weighted average common shares outstanding used in Basic EPS712.7731.0736.5
Incremental common shares from:
Assumed exercise of dilutive options and vesting of dilutive RSUs and PSUs3.46.26.6
Weighted average common shares outstanding used in Diluted EPS716.1737.2743.1
Basic EPS from continuing operations$5.05$5.33$5.70
Diluted EPS from continuing operations$5.03$5.29$5.65

NOTE 5. REVENUE

The following table presents the Company’s revenues disaggregated by geographical region and revenue type ($ in millions). Sales taxes and other usage-based taxes collected from customers are excluded from revenue.

BiotechnologyLife SciencesDiagnosticsTotal
Year ended December 31, 2025:
Geographical region:
North America(a)$2,418$3,018$4,920$10,356
Western Europe2,5581,6741,7065,938
Other developed markets(b)3415183931,252
High-growth markets(c)1,9762,1242,9227,022
Total$7,293$7,334$9,941$24,568
Revenue type:
Recurring$6,424$4,844$8,859$20,127
Nonrecurring8692,4901,0824,441
Total$7,293$7,334$9,941$24,568
Year ended December 31, 2024:
Geographical region:
North America(a)$2,237$3,199$4,859$10,295
Western Europe2,2961,5741,5875,457
Other developed markets(b)3355104081,253
High-growth markets(c)1,8912,0462,9336,870
Total$6,759$7,329$9,787$23,875
Revenue type:
Recurring$5,758$4,889$8,719$19,366
Nonrecurring1,0012,4401,0684,509
Total$6,759$7,329$9,787$23,875
Year ended December 31, 2023:
Geographical region:
North America(a)$2,454$2,999$4,508$9,961
Western Europe2,4071,5191,5425,468
Other developed markets(b)3295104311,270
High-growth markets(c)1,9822,1133,0967,191
Total$7,172$7,141$9,577$23,890
Revenue type:
Recurring$5,897$4,360$8,425$18,682
Nonrecurring1,2752,7811,1525,208
Total$7,172$7,141$9,577$23,890

(a) The Company defines North America as the United States and Canada.

(b) The Company defines other developed markets as all the markets of the world that are not North America, Western Europe or high-growth markets.

(c) 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’s products and services primarily consist of life sciences research, biopharmaceutical drug production and medical diagnostic products and services. The Company sells equipment to customers as well as consumables, software and services, some of which customers purchase on a recurring basis. Consumables sold for use with the equipment sold by the Company are typically critical to the use of the equipment and are typically used on a one-time or limited basis, requiring frequent replacement in the customer’s operating cycle. Examples of these consumables include reagents used in diagnostic tests, chromatography resins used for research and bioprocessing and filters used in filtration, separation and purification processes. Additionally, some of the Company’s consumables are used on a standalone basis, such as custom nucleic acids, genomics solutions, antibodies and immunoassays. The Company separates its goods and services between those typically sold to a customer on a recurring basis and those typically sold to a customer on a nonrecurring basis. Recurring revenue primarily includes revenue from consumables (both used with Company equipment and used on a standalone basis), services and OTLs. Nonrecurring revenue includes sales of equipment, point in time software licenses and STLs. OTLs and STLs are included in the above revenue amounts. For the years ended December 31, 2025, 2024 and 2023, lease revenue was $466 million, $402 million and $410 million, respectively.

Remaining Performance Obligations

Remaining performance obligations represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. Remaining performance obligations include noncancelable purchase orders, the non-lease portion of minimum purchase commitments under long-term consumable supply arrangements, extended warranty and service and other long-term contracts. These remaining performance obligations do not include revenue from contracts with customers with an original term of one year or less, revenue from long-term consumable supply arrangements with no minimum purchase requirements or revenue expected from purchases made in excess of the minimum purchase requirements or revenue from equipment leased to customers. While the remaining performance obligation disclosure is similar in concept to backlog, the definition of remaining performance obligations excludes leases and contracts that provide the customer with the right to cancel or terminate for convenience with no substantial penalty, even if historical experience indicates the likelihood of cancellation or termination is remote. Additionally, the Company has elected to exclude contracts with customers with an original term of one year or less from remaining performance obligations while these contracts are included within backlog.

As of December 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $5.2 billion. The Company expects to recognize revenue on approximately 47% of the remaining performance obligations over the next 12 months, 26% over the subsequent 12 months, and the remainder recognized thereafter.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed trade accounts receivable, unbilled receivables (“contract assets”) and deferred revenue, customer deposits and billings in excess of revenue recognized (“contract liabilities”) on the Consolidated Balance Sheets. In addition, the Company defers certain costs incurred to obtain a contract (“contract costs”). Contract assets, liabilities and costs are reported on the accompanying Consolidated Balance Sheets on a contract-by-contract basis. The balances of contract assets and contract costs as of December 31, 2025 and 2024 were not significant and are classified as other current assets and other long-term assets in the Consolidated Balance Sheets. The balance of contract costs are generally amortized into earnings on a straight-line basis (which is consistent with the transfer of control for the related goods or services). Amortization expense related to these costs for the years ended December 31, 2025 and 2024 was also not significant. The costs to obtain a contract where the amortization period for the related asset is one year or less are expensed as incurred and recorded within SG&A expenses in the accompanying Consolidated Statements of Earnings.

The Company often receives cash payments from customers in advance of the Company’s performance, resulting in contract liabilities that are classified as either current or long-term in the Consolidated Balance Sheets based on the timing of when the Company expects to recognize revenue. As of December 31, 2025 and 2024, contract liabilities were approximately $1.6 billion and $1.5 billion, respectively, and are included within accrued expenses and other liabilities and other long-term liabilities in the accompanying Consolidated Balance Sheets. The increase in the contract liability balance during the year ended December 31, 2025 was primarily a result of cash payments received in advance of satisfying performance obligations and the impact of foreign currency, partially offset by amounts recognized as revenue. Revenue recognized during the years ended December 31, 2025 and 2024 that was included in the opening contract liability balance was approximately $1.2 billion and $1.3 billion, respectively.

NOTE 6. SEGMENT INFORMATION

The Company operates and reports its results in three separate business segments consisting of the Biotechnology, Life Sciences and Diagnostics segments. Operating profit represents total revenues less operating expenses, excluding nonoperating income and expense, interest and income taxes. The identifiable assets by segment are those used in each segment’s operations. Intersegment amounts are not significant and are eliminated to arrive at consolidated totals.

The Company’s President and Chief Executive Officer is the chief operating decision maker (“CODM”). The CODM uses segment sales and operating profit to allocate resources (including employees and financial or capital resources), predominantly through the annual budget process, to evaluate and assess the performance of the segments and to evaluate the performance of certain employees for the determination of compensation. The CODM reviews forecast-to-actual variances in segment sales and operating profit on a monthly basis when making decisions about allocating capital and personnel to the segments.

The table below reconciles segment sales to segment operating profit with the expense categories presented reflecting the expenses that the Company has determined to be significant segment expenses. Significant segment expenses are the expense category details regularly provided to the CODM to allocate resources to the segments and to evaluate segment performance. Detailed segment data is as follows ($ in millions):

BiotechnologyLife SciencesDiagnosticsTotal Reportable SegmentsOther**(a)**Total Company
Year Ended December 31, 2025
Sales (GAAP)$7,293$7,334$9,941$24,568$—$24,568
Less:
Depreciation(149)(185)(407)(741)(9)(750)
Amortization of intangible assets(902)(604)(191)(1,697)—(1,697)
Impairments(b)(101)(446)(15)(562)—(562)
Other segment items(c)(4,277)(5,579)(6,678)(16,534)(335)(16,869)
Operating profit$1,864$520$2,650$5,034$(344)$4,690
Year Ended December 31, 2024
Sales (GAAP)$6,759$7,329$9,787$23,875$—$23,875
Less:
Depreciation(151)(167)(394)(712)(9)(721)
Amortization of intangible assets(863)(576)(192)(1,631)—(1,631)
Impairments(b)—(222)(43)(265)—(265)
Other segment items(c)(4,060)(5,485)(6,533)(16,078)(317)(16,395)
Operating profit$1,685$879$2,625$5,189$(326)$4,863
Year Ended December 31, 2023
Sales (GAAP)$7,172$7,141$9,577$23,890$—$23,890
Less:
Depreciation(162)(129)(379)(670)(5)(675)
Amortization of intangible assets(864)(429)(198)(1,491)—(1,491)
Impairments(b)(54)—(23)(77)—(77)
Other segment items(c)(4,183)(5,374)(6,571)(16,128)(317)(16,445)
Operating profit$1,909$1,209$2,406$5,524$(322)$5,202

(a) Other consists of unallocated corporate costs and other costs not considered part of management’s evaluation of reportable segment operating performance.

(b) For information on the impairments, refer to Note 10.

(c) Other segment items for each reportable segment include cost of sales, SG&A expenses and R&D expenses, excluding depreciation, amortization of intangible assets and impairments. Included within these categories of expenses are overhead expenses, stock compensation expense, restructuring charges and allocated corporate expenses.

The following table presents identifiable assets as of the years ended December 31 ($ in millions):

202520242023
Biotechnology$37,337$34,605$37,421
Life Sciences23,11223,21123,730
Diagnostics14,74814,20414,552
Other8,2675,5228,785
Total$83,464$77,542$84,488

The following table presents capital expenditures, gross for the years ended December 31 ($ in millions):

202520242023
Biotechnology$370$447$417
Life Sciences186391320
Diagnostics592550546
Other84100
Total$1,156$1,392$1,383

Operations in Geographical Areas:

Year Ended December 31
($ in millions)202520242023
Sales:
United States$9,981$9,927$9,579
China2,6312,8053,143
All other (each country individually less than 5% of total sales)11,95611,14311,168
Total$24,568$23,875$23,890
Property, plant and equipment, net:
United States$2,757$2,585$2,304
United Kingdom586519371
Sweden477384425
Germany287251238
All other (each country individually less than 5% of total property, plant and equipment, net)1,4241,2511,215
Total$5,531$4,990$4,553

NOTE 7. INCOME TAXES

Earnings from continuing operations before income taxes for the years ended December 31 were as follows ($ in millions):

202520242023
U.S.$971$1,002$1,310
Non-U.S.3,2623,6443,734
Total$4,233$4,646$5,044

The provision for income taxes from continuing operations for the years ended December 31 were as follows ($ in millions):

202520242023
Current:
Federal U.S.$207$239$559
Non-U.S.7759291,271
State and local9162197
Deferred:
Federal U.S.(289)(300)(737)
Non-U.S.(133)(141)(338)
State and local(18)(42)(129)
Income tax provision$633$747$823

Noncurrent deferred tax assets and noncurrent deferred tax liabilities are included in other assets and other long-term liabilities, respectively, in the accompanying Consolidated Balance Sheets. Deferred income tax assets and liabilities as of December 31 were as follows ($ in millions):

20252024
Deferred tax assets:
Allowance for doubtful accounts$20$20
Inventories107114
Environmental and regulatory compliance3638
Other accruals and prepayments908631
Stock-based compensation expense132122
Operating lease liabilities285255
R&D expense679584
Tax credit and loss carryforwards678760
Valuation allowances(315)(232)
Total deferred tax asset2,5302,292
Deferred tax liabilities:
Pension and postretirement benefits(58)(9)
Property, plant and equipment(100)(136)
Insurance, including self-insurance(304)(400)
Operating lease ROU assets(265)(238)
Goodwill and other intangibles(3,269)(3,300)
Total deferred tax liability(3,996)(4,083)
Net deferred tax liability$(1,466)$(1,791)

The Company evaluates the future realizability of tax credits and loss carryforwards considering the anticipated future earnings of the Company’s subsidiaries as well as tax planning strategies in the associated jurisdictions. During 2025, the Company’s valuation allowance increased by $83 million primarily related to certain tax credit and net operating loss carryforward deferred tax assets that are not expected to be realized. As of December 31, 2025, the Company has basis differences in investments indefinitely reinvested outside the United States for which deferred taxes have not been provided. The income taxes applicable to repatriating such earnings are not readily determinable. As of December 31, 2025, the Company had no plans which would subject these basis differences to income taxes in the United States or elsewhere.

The Tax Cuts and Jobs Act (“TCJA”) imposes tax on U.S. shareholders for global intangible low-taxed income (“GILTI”) earned by certain non-U.S. subsidiaries. The Company has elected the period cost method for its accounting for GILTI.

The effective income tax rate from continuing operations for the years ended December 31 varies from the U.S. statutory federal income tax rate as follows ($ in millions):

2025
Income TaxesPercent of Pretax Earnings
Income tax at U.S. statutory federal income tax rate$88921.0%
State and local income taxes net of federal income tax effects(a)581.4%
Foreign tax effects:
Other foreign jurisdictions(21)(0.5)%
Effect of cross-border tax laws:
Foreign-derived intangible income ("FDII")(49)(1.2)%
Subpart F income, net of foreign tax credits(46)(1.1)%
Other210.5%
Tax credits:
R&D tax credits(52)(1.2)%
Foreign tax credits(141)(3.3)%
Nontaxable or nondeductible items(40)(0.9)%
Changes in unrecognized tax benefits (worldwide)140.3%
Income taxes and effective income tax rate$63315.0%

(a) State taxes in Massachusetts, California, Pennsylvania, Illinois, Florida and New Jersey made up the majority (greater than 50%) of the tax effect in this category.

Percentage of Pretax Earnings
20242023
Statutory federal income tax rate21.0%21.0%
Increase (decrease) in tax rate resulting from:
State income taxes (net of federal income tax benefit)0.8%1.2%
Non-U.S. rate differential(2.9)%(3.4)%
Resolution and expiration of statutes of limitation of uncertain tax positions(0.6)%(0.4)%
Realignment of businesses—%0.6%
Research credits(1.5)%(1.6)%
FDII, uncertain tax positions and other0.3%(0.8)%
Excess tax benefits from stock-based compensation(1.0)%(0.3)%
Effective income tax rate16.1%16.3%

The Company operates globally, including in certain jurisdictions with lower tax rates than the U.S. federal statutory rate. Therefore, the impact of Danaher’s global operations and benefits from tax credits and incentives contributes to a lower effective tax rate for 2025, 2024 and 2023 compared to the U.S. federal statutory tax rate of 21.0%, as well as the impact of the following:

  • The effective tax rate of 15.0% in 2025 was reduced by the tax effect from intangible asset impairments in jurisdictions with higher statutory tax rates than the Company’s effective tax rate and discrete tax benefits from the release of reserves for uncertain tax positions due to audit settlements and the expiration of statutes of limitation and the remeasurement of deferred taxes in a jurisdiction which enacted a tax rate change, partially offset by charges related to changes in estimates associated with prior period uncertain tax positions and valuation allowances recorded on foreign operating losses and tax credits in certain foreign jurisdictions. These items decreased the reported rate on a net basis by 1.5%.

  • The effective tax rate of 16.1% in 2024 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 1.4%.

  • The effective tax rate of 16.3% in 2023 was reduced by net deferred tax benefits from changes in estimates related to prior year tax filing positions, the release of reserves for uncertain tax positions due to the expiration of statutes of limitation and excess tax benefits from stock-based compensation, net of charges related to tax costs

related to the Veralto Separation, tax costs from legal and operational actions undertaken to realign certain of its businesses and 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 made income tax payments related to both continuing and discontinued operations of approximately $1.2 billion, $1.3 billion and $1.8 billion in 2025, 2024 and 2023, respectively. The payments made in 2025 included $455 million to the U.S. federal government and $22 million, net of refunds, to U.S. state and local jurisdictions. Foreign income tax payments made in 2025 totaled approximately $737 million which included payments to Sweden ($160 million), China ($88 million), Singapore ($72 million) and Austria ($71 million), with an additional $346 million paid to other jurisdictions.

Current income taxes payable related to both continuing and discontinued operations has been reduced by $64 million, $107 million and $80 million in 2025, 2024 and 2023, respectively, for tax deductions attributable to stock-based compensation, of which, the excess tax benefit over the amount recorded for financial reporting purposes for both continuing and discontinued operations was $32 million, $70 million and $51 million, respectively. The excess tax benefits have been recorded as reductions to the current income tax provision and are reflected as operating cash inflows in the accompanying Consolidated Statements of Cash Flows.

Included in deferred income taxes as of December 31, 2025 are tax benefits for U.S. and non-U.S. net operating loss carryforwards totaling $284 million ($158 million of which the Company does not expect to realize and have corresponding valuation allowances). Certain of the losses can be carried forward indefinitely and others can be carried forward to various dates from 2026 through 2045. In addition, the Company had general business and non-U.S. tax credit carryforwards of $394 million ($148 million of which the Company does not expect to realize and have corresponding valuation allowances) as of December 31, 2025, which can be carried forward to various dates from 2026 to 2035. In addition, as of December 31, 2025, the Company had $9 million of valuation allowances related to other deferred tax asset balances that are not more likely than not of being realized.

As of December 31, 2025, gross unrecognized tax benefits totaled approximately $1.3 billion (approximately $1.4 billion, net of the impact of $113 million of indirect tax benefits offset by $280 million associated with potential interest and penalties). As of December 31, 2024, gross unrecognized tax benefits totaled approximately $1.2 billion (approximately $1.4 billion, net of the impact of $75 million of indirect tax benefits offset by $231 million associated with potential interest and penalties). The Company recognized approximately $39 million, $40 million and $32 million of net tax expense from potential interest and penalties during 2025, 2024 and 2023, respectively. The net tax expense for potential interest and penalties related to discontinued operations were $6 million during 2023. To the extent unrecognized tax benefits (including interest and penalties) are recognized with respect to uncertain tax positions, approximately $1.4 billion and $1.3 billion as of December 31, 2025 and 2024, respectively, would reduce the tax expense and effective tax rate in future periods. The Company recognized interest and penalties related to unrecognized tax benefits within income taxes in the accompanying Consolidated Statements of Earnings. Unrecognized tax benefits and associated accrued interest and penalties are included in taxes, income and other accrued expenses as detailed in Note 12.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding amounts accrued for potential interest and penalties related to both continuing and discontinued operations, for the years ended December 31 is as follows ($ in millions):

202520242023
Unrecognized tax benefits, beginning of year$1,229$1,214$1,139
Additions based on tax positions related to the current year716472
Additions for tax positions of prior years212141
Reductions for tax positions of prior years(6)(14)(15)
Acquisitions, divestitures and other3(12)(14)
Lapse of statute of limitations(58)(14)(11)
Settlements(19)(9)(8)
Effect of foreign currency translation40(21)10
Unrecognized tax benefits, end of year$1,281$1,229$1,214

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. 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. The Internal Revenue Service (“IRS”) has completed substantially all of the examinations of the Company’s federal income tax returns

through 2015 and is currently examining certain of the Company’s federal income tax returns for 2016 through 2022. In addition, the Company has subsidiaries in Canada, China, Denmark, France, Germany, India, Italy, Switzerland, the United Kingdom and various other countries, states and provinces that are currently under audit for years ranging from 2004 through 2023.

In the fourth quarter of 2022, the IRS proposed significant adjustments to the Company’s taxable income for the years 2016 through 2018 with respect to the deferral of tax on certain premium income related to the Company’s self-insurance programs. For income tax purposes, the recognition of premium income has been deferred in accordance with U.S. tax laws related to insurance. The proposed adjustments would have increased the Company’s taxable income over the 2016 through 2018 periods by approximately $2.5 billion. In the first quarter of 2023, the Company settled these proposed adjustments with the IRS, although the audit is still open with respect to other matters for the 2016 through 2018 period. The impact of the settlement with respect to the Company’s self-insurance policies was not material to the Company’s financial statements, including cash flows and the effective tax rate. As the settlement with the IRS was specific to the audit period, the settlement does not preclude the IRS from proposing similar adjustments to the Company’s self-insurance programs with respect to periods after 2018. Management believes the positions the Company has taken in its U.S. tax returns are in accordance with the relevant tax laws.

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). Management believes the positions the Company has taken in Denmark are in accordance with the relevant tax laws and is actively defending them under appeal to the Danish National Tax Tribunal. The Company intends on pursuing this matter to the Danish High Court and Danish Supreme Court should the current appeal be unsuccessful. While the ultimate resolution is uncertain and may take years to resolve, taking into account the provisions and payments the Company has previously made related to these assessments to mitigate further interest accrual claims, the Company does not expect the resolution of this matter to have a future material adverse impact on the Company’s financial statements, including its cash flow and effective tax rate.

The Company operates in various non-U.S. jurisdictions where income tax incentives and rulings have been granted for specific periods of time. In Puerto Rico and Singapore, the Company has various tax rulings and tax holiday arrangements which reduce the overall effective tax rate of the Company. The various rulings and tax holidays expire between 2026 and 2027. As of December 31, 2025, the Company had satisfied the conditions enumerated in these agreements. Included in the accompanying Consolidated Financial Statements are tax benefits of $19 million, $33 million and $83 million (or $0.03, $0.04 and $0.11 per diluted common share) for 2025, 2024 and 2023, respectively, from these rulings and tax holidays.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, which includes permanent extensions of most expiring TCJA provisions as well as international tax changes. The application of the OBBBA to the Company did not have a material impact on its financial statements during the year ended December 31, 2025.

NOTE 8. NONOPERATING INCOME (EXPENSE)

The following sets forth the components of the Company’s other income (expense), net for the years ended December 31 ($ in millions):

202520242023
Other components of net periodic benefit costs$6$1$7
Investment gains (losses):
Realized investment gains (losses)(140)15689
Unrealized investment gains (losses)(108)(213)(271)
Total investment gains (losses)(248)(57)(182)
Gain on sale of product line9——
Gain on sale of facility11——
Total other income (expense), net$(222)$(56)$(175)

Other Components of Net Period Benefit Costs

The Company disaggregates the service cost component of net periodic benefit costs of noncontributory defined benefit pension plans and other postretirement employee benefit plans. The service cost component is presented in cost of goods sold and SG&A expenses. The other components of net periodic benefit costs are presented in other income (expense), net. These other components of net period benefit costs include the assumed rate of return on plan assets, partially offset by amortization of actuarial losses and interest.

Investment Gains (Losses)

For investments in equity securities without readily available fair values, the Company has elected the Fair Value Alternative and records adjustments to fair value within net earnings. Additionally, the Company is a limited partner in

partnerships that invest primarily in early stage companies. While the partnerships record these investments at fair value, the Company’s investments in the partnerships are accounted for under the equity method of accounting. The investment gains (losses) include realized and unrealized gains and losses related to changes in the fair value of the Company’s investments in equity securities and the Company’s equity in earnings of the partnerships that reflect the changes in fair value of the investments of the partnerships and related management fees and operating expenses. During the year ended December 31, 2024, the Company sold a portion of its shares of an equity method investment and recorded a realized investment gain of $180 million ($135 million after-tax). In addition, during 2025 and 2023 the Company recorded impairments of $58 million and $31 million, respectively, related to equity method investments that are reflected in unrealized investment gains (losses).

Gain on Sale of Product Line

During the year ended December 31, 2025, the Company divested a product line for a cash purchase price of $9 million and recognized a pretax gain on sale of $9 million ($7 million after-tax). The divested product line generated revenues of approximately $50 million in the Diagnostics segment in 2024. The divestiture of this product line did not represent a strategic shift with a major effect on the Company’s operations and financial results and therefore is not reported as a discontinued operation.

Gain on Sale of Facility

During the year ended December 31, 2025, the Company sold a facility and recognized a pretax gain on sale of $11 million ($8 million after-tax).

NOTE 9. LEASES

The Company has operating leases for office space, warehouses, distribution centers, R&D facilities, manufacturing locations and certain equipment, primarily automobiles. Many leases include one or more options to renew, some of which include options to extend for up to 30 years, and some leases include options to terminate within 30 days. In certain of the Company’s lease agreements, the rental payments are adjusted periodically to reflect actual charges incurred for common area maintenance, utilities, inflation and/or changes in other indexes. The Company’s finance leases were not material as of December 31, 2025 and 2024. ROU assets arising from finance leases are included in property, plant and equipment, net and the liabilities are included in notes payable and current portion of long-term debt and long-term debt in the accompanying Consolidated Balance Sheets.

The Consolidated Financial Statements include the following amounts related to operating leases where the Company is the lessee ($ in millions):

202520242023
Consolidated Statements of Earnings
Fixed operating lease expense(a)$250$239$207
Variable operating lease expense666067
Total operating lease expense$316$299$274
Consolidated Statements of Cash Flows
Cash paid for amounts included in the measurement of operating lease liabilities$250$245$214
ROU assets obtained in exchange for operating lease obligations298320182
Consolidated Balance SheetsDecember 31, 2025December 31, 2024
Lease Assets and LiabilitiesClassification
Operating lease ROU assetsOther long-term assets$1,214$1,084
Operating lease liabilities - currentAccrued expenses and other liabilities$199$173
Operating lease liabilities - long-termOther long-term liabilities1,079968
Total operating lease liabilities$1,278$1,141
Weighted average remaining lease term10 years9 years
Weighted average discount rate4.2%4.2%

(a) Includes short-term leases and sublease income, both of which were immaterial.

The following table presents the maturity of the Company’s operating lease liabilities as of December 31, 2025 ($ in millions):

2026$239
2027201
2028174
2029150
2030129
Thereafter658
Total operating lease payments1,551
Less: imputed interest(273)
Total operating lease liabilities$1,278

As of December 31, 2025, the Company had no additional significant operating or finance leases that had not yet commenced.

NOTE 10. GOODWILL AND OTHER INTANGIBLE ASSETS

As discussed in Note 2, goodwill arises from the purchase price for acquired businesses exceeding the fair value of tangible and intangible assets acquired less assumed liabilities and noncontrolling interests. Management assesses the goodwill of each of its reporting units for impairment at least annually at the beginning of the fourth quarter and as “triggering” events occur that indicate that it is more likely than not that an impairment exists. The Company elected to bypass the optional qualitative goodwill assessment allowed by applicable accounting standards and performed a quantitative impairment test for all reporting units as this was determined to be the most effective method to assess for impairment across the reporting units.

The Company estimates the fair value of its reporting units primarily using a market-based approach and an income approach in certain instances to corroborate value. The market-based approach relies on current trading multiples of EBITDA for companies operating in businesses similar to each of the Company’s reporting units, in addition to recent available market sale transactions of comparable businesses. In determining the estimated fair value of each reporting unit, the Company also applies a control premium. The income approach relies on the discounted cash flow model, including assumptions about the amount and timing of future expected cash flows, terminal value growth rates and discount rates. If the estimated fair value of the reporting unit is less than its carrying value, the Company must perform additional analysis to determine if the reporting unit’s goodwill has been impaired.

During the second quarter of 2025, the Company decided to reorganize and integrate certain businesses within its Life Sciences segment to better serve the Company’s customers in new market segments and to respond to current market conditions. The reorganization of the Life Sciences segment resulted in a change to the businesses included in two of the Company’s five reporting units for goodwill beginning at the start of the third quarter of 2025. The Company used the relative fair value method to reallocate goodwill between the impacted reporting units within the Life Sciences segment. The Company performed the quantitative goodwill impairment analysis immediately prior to and following the change in the reporting units. As of the date of the impairment tests, the carrying value of the goodwill included in each individual reporting unit ranged from approximately $1.2 billion to $23.1 billion for both the previous reporting units and for the current reporting units (after the changes within Life Sciences). No impairments of goodwill were identified in either of the impairment evaluations before or immediately after the change in reporting units.

As of December 31, 2025, the Company had five reporting units for goodwill impairment testing. As of the date of the 2025 annual impairment test, the carrying value of the goodwill included in each individual reporting unit ranged from approximately $1.2 billion to $23.1 billion. No goodwill impairment charges were recorded for any of the years ended December 31, 2025, 2024 and 2023 and no “triggering” events have occurred subsequent to the performance of the 2025 annual impairment test. The factors used by management in its impairment analysis are inherently subject to uncertainty. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may be overstated, and a charge would need to be taken against net earnings.

The following is a rollforward of the Company’s goodwill by segment ($ in millions):

BiotechnologyLife SciencesDiagnosticsTotal
Balance, January 1, 2024$22,477$12,221$6,910$41,608
Attributable to 2024 acquisitions—305—305
Adjustments due to finalization of purchase price adjustments—(23)—(23)
Foreign currency translation and other(1,040)(198)(155)(1,393)
Balance, December 31, 202421,43712,3056,75540,497
Adjustments due to finalization of purchase price allocations—9—9
Foreign currency translation and other1,8765422272,645
Balance, December 31, 2025$23,313$12,856$6,982$43,151

Finite-lived intangible assets are amortized over their legal or estimated useful life. The following summarizes the gross carrying value and accumulated amortization for each major category of intangible assets as of December 31 ($ in millions):

20252024
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
Finite-lived intangibles:
Patents and technology$16,229$(6,100)$14,781$(4,641)
Customer relationships, trade names and other intangibles10,505(5,703)9,972(4,781)
Total finite-lived intangibles26,734(11,803)24,753(9,422)
Indefinite-lived intangibles:
Trademarks and trade names2,886—3,237—
Total intangibles$29,620$(11,803)$27,990$(9,422)

Refer to Note 2 for information on the intangible assets acquired.

The Company reviews identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Indefinite-lived intangibles are subject to impairment testing at least annually or more frequently if events or changes in circumstances indicate that potential impairment exists.

During the third quarter of 2024, the Company concluded that it had an impairment indicator for an indefinite-lived trade name within the genomics consumable business included in the Life Sciences segment, primarily as a result of softness in the genomics market, including but not limited to the discontinuation of certain drug development programs announced in the third quarter of 2024, weaker demand at some of the business’s larger customers as well as reduced demand due to the reprioritization of drug development programs at other customers. The Company engaged a third-party valuation specialist to assist in the valuation of the trade name using a relief from royalty method of valuation. The significant assumptions in the relief from royalty method included, but were not limited to, revenue, revenue growth rates, planned use of the trade name, royalty rates and discount rates. The Company recorded a noncash impairment charge of $222 million pretax ($169 million after-tax) related to the trade name for the year ended December 31, 2024, which is included in SG&A expenses in the accompanying Consolidated Statements of Earnings.

During the second quarter of 2025, the Company decided to reorganize and integrate certain businesses within the Life Sciences segment. As a result of these plans, the Company concluded that the same indefinite-lived trade name within the genomics consumables business was no longer considered to be indefinite-lived, resulting in an impairment indicator. The Company engaged a third-party valuation specialist to assist in the valuation of the trade name using a relief from royalty method of valuation. The Company recorded a noncash impairment charge of $432 million pretax ($328 million after-tax) related to the trade name for the year ended December 31, 2025, which is included in SG&A expenses in the accompanying Consolidated Statements of Earnings. The amount of the impairment was primarily attributable to the conclusion that the trade name was no longer indefinite-lived, as well as current lower levels of demand in the genomics market, including at emerging biotechnology customers and at two large customers. After recognition of the impairment in the second quarter of 2025, the remaining net book value of the trade name was $76 million and will be amortized over the asset’s remaining useful life of eight years. The Company continues to monitor for any changes to the business performance or key assumptions.

In connection with both trade name impairments mentioned above, the Company also tested the related long-lived asset group and the related reporting unit goodwill for impairment, and in each case the Company identified no impairment.

Additionally, during 2025, the Company identified impairment triggers for certain long-lived technology assets, a trade name and other assets in the Biotechnology, Life Sciences and Diagnostics segments. During the year ended December 31, 2025, the Company recorded impairment charges of $130 million related to these long-lived assets. During 2024, the Company identified impairment triggers for a trade name in the Diagnostics segment and recorded an impairment charge of $43 million in the year ended December 31, 2024. The Company identified impairment triggers in 2023 in the Diagnostics and Biotechnology segments which resulted in impairment charges for certain long-lived assets, including technology and other assets totaling $77 million. The 2025, 2024 and 2023 impairment charges were recorded in SG&A expenses in the accompanying Consolidated Statements of Earnings, except for $29 million and $14 million in 2025 and 2023, respectively, which were recorded in cost of sales in the accompanying Consolidated Statements of Earnings.

Total intangible amortization expense in 2025, 2024 and 2023 was approximately $1.7 billion, $1.6 billion and $1.5 billion, respectively. Based on the intangible assets recorded as of December 31, 2025, amortization expense is estimated to be approximately $1.7 billion during 2026, $1.6 billion during 2027, $1.6 billion during 2028, $1.6 billion during 2029 and $1.4 billion during 2030.

NOTE 11. FAIR VALUE MEASUREMENTS

Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Company’s assets and liabilities are required to be carried at fair value and provide for certain disclosures related to the valuation methods used within a valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation. Level 3 inputs are unobservable inputs based on the Company’s assumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

A summary of financial assets that are measured at fair value on a recurring basis were as follows ($ in millions):

Year Ended December 31Quoted Prices in Active Market (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
20252024202520242025202420252024
Assets:
Investment in equity securities$165$218$—$3$—$—$—$—
Cross-currency swap derivative contracts150415——150415——
Liabilities:
Cross-currency swap derivative contracts42———42———

The Company’s investments in equity securities consist of investments in publicly traded equity securities and investments in non-marketable equity securities. The publicly traded securities are classified as Level 1 in the fair value hierarchy as they are measured based on quotes in active markets. For the non-marketable equity securities, the Company estimates the fair value of the investments using the Fair Value Alternative. The Company’s investments in these equity securities are not classified in the fair value hierarchy due to the use of these measurement methods. The Company’s investments in partnerships are accounted for under the equity method of accounting and are not subject to fair value measurement disclosures. As of both December 31, 2025 and 2024, the Company’s equity method investments included investments in partnerships with a carrying value of approximately $1.4 billion. During the years ended December 31, 2025, 2024 and 2023, the Company recorded net realized and unrealized losses of $248 million, $57 million and $182 million, respectively, related to changes in the fair value of the Company’s investments in equity securities and the Company’s equity in earnings of the partnerships that reflect the changes in fair value of the investments of the partnerships. Refer to Note 8 for additional information on gains and losses on the Company’s investments, including investments in the partnerships.

The cross-currency swap derivative contracts are classified as Level 2 in the fair value hierarchy as they are measured using the income approach with the relevant interest rates and current foreign currency exchange rates and forward curves as inputs. Refer to Note 14 for additional information.

Fair Value of Other Financial Instruments

The carrying amounts and fair values of the Company’s other financial instruments as of December 31 were as follows ($ in millions):

20252024
Carrying AmountFair ValueCarrying AmountFair Value
Debt obligations:
Notes payable and current portion of long-term debt$2$2$505$502
Long-term debt18,41616,04215,50013,109

As of December 31, 2025 and 2024, short and long-term borrowings were categorized as Level 1. The fair value of long-term borrowings was based on quoted market prices. The difference between the fair value and the carrying amounts of long-term borrowings is attributable to changes in market interest rates and/or the Company’s credit ratings subsequent to the incurrence of the borrowing. The fair values of borrowings with original maturities of one year or less, as well as cash and cash equivalents, trade accounts receivable, net and trade accounts payable generally approximate their carrying amounts due to the short-term maturities of these instruments.

Refer to Note 15 for information related to the fair value of the Company sponsored defined benefit pension plan assets.

NOTE 12. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities as of December 31 were as follows ($ in millions):

20252024
CurrentNoncurrentCurrentNoncurrent
Compensation and benefits$1,186$360$1,101$289
Pension and postretirement benefits6160856560
Taxes, income and other5323,0135683,138
Contract liabilities1,3532311,299232
Sales and product allowances18771856
Operating lease liabilities1991,079173968
Cross-currency swap derivative liabilities42———
Contract settlement financing payable7521875287
Other1,3261841,083214
Total$4,961$5,700$4,540$5,694

NOTE 13. FINANCING

The components of the Company’s debt as of December 31 were as follows (amounts in millions):

Outstanding Amount
Description and Aggregate Principal Amount20252024
Euro-denominated commercial paper (€933 million and €931 million, respectively)(a)$1,097$965
3.35% senior unsecured notes due 9/15/2025 ($500 million) (the “2025 U.S. Notes”)(b)—500
0.2% senior unsecured notes due 3/18/2026 (€1.3 billion) (the “2026 Biopharma Euronotes”)(c)1,4691,293
2.1% senior unsecured notes due 9/30/2026 (€800 million) (the “2026 Euronotes”)(b)940828
0.4773% senior unsecured bonds due 4/9/2027 (CHF 250 million) (the “2027 CHF Bonds”)(d)315—
0.3% senior unsecured notes due 5/11/2027 (¥30.8 billion) (the “2027 Yen Notes”)(e)196195
1.2% senior unsecured notes due 6/30/2027 (€600 million) (the “2027 Euronotes”)(f)704620
0.45% senior unsecured notes due 3/18/2028 (€1.3 billion) (the “2028 Biopharma Euronotes”)(c)1,4661,291
1.125% senior unsecured bonds due 12/08/2028 (CHF 210 million) (the “2028 CHF Bonds”)(d)267233
0.8875% senior unsecured bonds due 10/10/2029 (CHF 325 million) (the “2029 CHF Bonds”)(d)409—
2.6% senior unsecured notes due 11/15/2029 ($800 million) (the “2029 Biopharma Notes”)(c)798797
2.5% senior unsecured notes due 3/30/2030 (€800 million) (the “2030 Euronotes”)(b)940829
0.75% senior unsecured notes due 9/18/2031 (€1.8 billion) (the “2031 Biopharma Euronotes”)(c)2,0501,805
0.65% senior unsecured notes due 5/11/2032 (¥53.2 billion) (the “2032 Yen Notes”)(e)339337
1.265% senior unsecured bonds due 10/10/2033 (CHF 325 million) (the “2033 CHF Bonds”)(d)408—
1.6249% senior unsecured bonds due 10/9/2037 (CHF 225 million) (the “2037 CHF Bonds”)(d)282—
1.35% senior unsecured notes due 9/18/2039 (€1.3 billion) (the “2039 Biopharma Euronotes”)(c)1,4561,282
3.25% senior unsecured notes due 11/15/2039 ($900 million) (the “2039 Biopharma Notes”)(c)892892
4.375% senior unsecured notes due 9/15/2045 ($500 million) (the “2045 U.S. Notes”)(b)500499
1.94% senior unsecured bonds due 10/10/2045 (CHF 125 million) (the “2045 CHF Bonds”)(d)157—
1.8% senior unsecured notes due 9/18/2049 (€750 million) (the “2049 Biopharma Euronotes”)(c)873769
3.4% senior unsecured notes due 11/15/2049 ($900 million) (the “2049 Biopharma Notes”)(c)891890
2.6% senior unsecured notes due 10/01/2050 ($1.0 billion) (the “2050 U.S. Notes”)(b)983982
2.8% senior unsecured notes due 12/10/2051 ($1.0 billion) (the “2051 U.S. Notes”)(b)985985
Other113
Total debt18,41816,005
Less: currently payable(2)(505)
Long-term debt$18,416$15,500

(a) Issued by Danaher Corporation or DH Europe Finance II S.a.r.l. (“Danaher International II”).

(b) Issued by Danaher Corporation.

(c) Issued by Danaher International II.

(d) Issued by DH Switzerland Finance S.a.r.l. (“Danaher Switzerland”).

(e) Issued by DH Japan Finance S.a.r.l. (“Danaher Japan”).

(f) Issued by DH Europe Finance S.a.r.l. (“Danaher International”).

Debt discounts, premiums and debt issuance and other related costs totaled $93 million and $96 million as of December 31, 2025 and 2024, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of debt table above.

Commercial Paper Programs and Credit Facilities

On August 11, 2023, the Company replaced its existing $5.0 billion unsecured, multiyear revolving credit facility with a third amended and restated $5.0 billion unsecured, multiyear revolving credit facility (the “Credit Facility”) with a syndicate of lenders. The Credit Facility expires on August 11, 2028, subject to a one-year extension option at the request of the

Company with the consent of the lenders. The Credit Facility also contains an expansion option permitting the Company to request up to five increases of up to an aggregate additional $2.5 billion from lenders that elect to make such increase available, upon the satisfaction of certain conditions. No borrowings were outstanding under the superseded credit facility at the time it was replaced with the Credit Facility.

The Company expects to limit borrowings under the Credit Facility to amounts that would leave sufficient borrowing capacity under the facility so that it could borrow, if needed, to repay all of the outstanding commercial paper as it matures.

Borrowings under the Credit Facility bear interest as follows: (i) in the case of borrowings denominated in U.S. dollars, (1) Term Secured Overnight Financing Rate (“SOFR”) Loans (as defined in the Credit Facility) bear interest at a variable rate equal to the Term SOFR (as defined in the Credit Facility) plus a margin of between 58.5 and 101.5 basis points, depending on Danaher’s long-term debt credit rating; (2) Base Rate Committed Loans and Swing Line Loans (each as defined in the Credit Facility) bear interest at a variable rate equal to the highest of (a) the Federal funds rate (as published by the Federal Reserve Bank of New York from time to time) plus 1/2 of 1%, (b) Bank of America’s “prime rate” as publicly announced from time to time, (c) Term SOFR (based on a one-month interest period) plus 1% and (d) 1%, plus in each case a margin of between 0 to 1.5 basis points depending on Danaher’s long-term debt credit rating; and (ii) in the case of borrowings denominated in an Alternative Currency (as defined in the Credit Facility), Alternative Currency Loans and Swing Line Loans (each as defined in the Credit Facility) bear interest at the applicable variable benchmark rate plus, in each case, a margin of between 58.5 and 101.5 basis points, depending on Danaher’s long-term debt credit rating. In no event will Term SOFR Loans, Swing Line Loans or Alternative Currency Loans bear interest at a rate lower than 0%. In addition, Danaher is required to pay a per annum facility fee of between 4.0 and 11.0 basis points (depending on Danaher’s long-term debt credit rating) based on the aggregate commitments under the Credit Facility, regardless of usage.

The Credit Facility requires the Company to maintain a Consolidated Leverage Ratio (as defined in the Credit Facility) of 0.65 to 1.00 or less. Borrowings under the Credit Facility are prepayable at the Company’s option at any time in whole or in part without premium or penalty. As of December 31, 2025, no borrowings were outstanding under the Credit Facility and the Company was in compliance with all covenants under the facility. The nonperformance by any member of the Credit Facility syndicate would reduce the maximum capacity of the Credit Facility by such member’s commitment amount.

The Company’s obligations under the Credit Facility are unsecured. The Company has unconditionally and irrevocably guaranteed the obligations of each of its subsidiaries in the event a subsidiary is named a borrower under the Credit Facility. The Credit Facility contains customary representations, warranties, conditions precedent, events of default, indemnities and affirmative and negative covenants. The Credit Facility is available for liquidity support for Danaher’s U.S. dollar and euro-denominated commercial paper programs, as discussed below, and for general corporate purposes.

Under the Company’s U.S. dollar and euro-denominated commercial paper programs, the Company or a subsidiary of the Company, as applicable, may issue and sell unsecured, short-term promissory notes. The notes are typically issued at a discount from par, generally based on the ratings assigned to the Company by credit rating agencies at the time of the issuance and prevailing market rates. The Credit Facility provides liquidity support for issuances under the Company’s commercial paper programs, and can also be used for working capital and other general corporate purposes. The availability of the Credit Facility as a standby liquidity facility to repay maturing commercial paper is an important factor in maintaining the existing credit ratings of the Company’s commercial paper programs. As commercial paper obligations mature, the Company may issue additional short-term commercial paper obligations to refinance all or part of these borrowings. As of December 31, 2025, borrowings outstanding under the Company’s euro-denominated commercial paper programs had a weighted average annual interest rate of 2.2% and a weighted average remaining maturity of approximately 21 days. As of December 31, 2025, the Company has classified $3.5 billion of its borrowings outstanding under the euro-denominated commercial paper programs, the 2026 Biopharma Euronotes and the 2026 Euronotes as long-term debt in the accompanying Consolidated Balance Sheet (even though such borrowings are scheduled to mature within one year of December 31, 2025) as the Company had 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’s ability to access the commercial paper market, and the related costs of these borrowings, is affected by the strength of the Company’s credit rating and market conditions. Any downgrade in the Company’s credit rating would increase the cost of borrowings under the Company’s commercial paper program and the Credit Facility, and could limit or preclude the Company’s ability to issue commercial paper. If the Company’s access to the commercial paper market is adversely affected due to a credit downgrade, change in market conditions or otherwise, the Company expects it would rely on a combination of available cash, operating cash flow, the Credit Facility and any other available sources of financing to provide short-term funding. In such event, the cost of borrowings under the Credit Facility or other available sources of financing could be higher than the cost of commercial paper borrowings.

Covenants and Redemption Provisions Applicable to Notes

With respect to the 2027 and 2032 Yen Notes; the 2026, 2027 and 2030 Euronotes; the 2025 (prior to their repayment in the third quarter of 2025), 2045, 2050 and 2051 U.S. Notes; the 2029, 2039 and 2049 Biopharma Notes; and the 2026, 2028, 2031, 2039 and 2049 Biopharma Euronotes, at any time prior to the applicable maturity date, the Company may redeem the applicable series of notes in whole or in part, by paying the principal amount, accrued and unpaid interest and, until the par call date specified in the applicable indenture or comparable governing document, the “make-whole” premium specified therein (and in the case of the Yen Notes, net of certain swap-related gains or losses as applicable). With respect to the 2027, 2028, 2029, 2033, 2037 and 2045 CHF Bonds, at any time after 85% or more of the bonds have been redeemed or purchased and canceled, the Company may redeem some or all of the remaining bonds for their principal amount plus accrued and unpaid interest. With respect to the 2027 and 2032 Yen Notes; 2026, 2027 and 2030 Euronotes; the 2027, 2028, 2029, 2033, 2037 and 2045 CHF Bonds; and the 2026, 2028, 2031, 2039 and 2049 Biopharma Euronotes, the Company may redeem such notes and bonds upon the occurrence of specified, adverse changes in tax laws, or interpretations under such laws, at a redemption price equal to the principal amount of the bonds to be redeemed.

If a change of control triggering event occurs with respect to any of the 2027 and 2032 Yen Notes; the 2026, 2027 and 2030 Euronotes; the 2045, 2050 and 2051 U.S. Notes; the 2027, 2028, 2029, 2033, 2037 and 2045 CHF Bonds; the 2029, 2039 and 2049 Biopharma Notes; or the 2026, 2028, 2031, 2039 and 2049 Biopharma Euronotes, each holder of such notes may require the Company to repurchase some or all of such notes and bonds at a purchase price equal to 101% (100% in the case of the 2027 and 2032 Yen Notes) of the principal amount of the notes and bonds, plus accrued and unpaid interest (and in the case of the Yen Notes, certain swap-related losses as applicable). A change of control triggering event means the occurrence of both a change of control and a rating event, each as defined in the applicable indenture or comparable governing document. Except in connection with a change of control triggering event, the Company does not have any credit rating downgrade triggers that would accelerate the maturity of a material amount of outstanding debt. Each holder of the 2027 and 2032 Yen Notes may also require the Company to repurchase some or all of its notes at a purchase price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest and certain swap-related losses as applicable, in certain circumstances whereby such holder comes into violation of economic sanctions laws as a result of holding such notes.

The respective indentures or comparable governing documents under which the above-described notes and bonds were issued contain customary covenants including, for example, limits on the incurrence of secured debt and sale-leaseback transactions. None of these covenants are considered restrictive to the Company’s operations and as of December 31, 2025, the Company was in compliance with all of its debt covenants.

2025 Debt Issuances

On October 10, 2025, Danaher Switzerland, a wholly-owned finance subsidiary of the Company, completed an underwritten offering of Swiss franc-denominated bonds due 2027, 2029, 2033, 2037 and 2045 (collectively the “Swiss Bonds”). The following summarizes the key terms of the offering in aggregate:

Aggregate Principal Amount (in millions)Stated Annual Interest RateMaturity DateInterest Payment Dates (in arrears)
2027 CHF BondsCHF 2500.4773%April 9, 2027April 9
2029 CHF BondsCHF 3250.8875%October 10, 2029October 10
2033 CHF BondsCHF 3251.265%October 10, 2033October 10
2037 CHF BondsCHF 2251.6249%October 9, 2037October 9
2045 CHF BondsCHF 1251.94%October 10, 2045October 10
Total Swiss BondsCHF 1,250

The Company received net proceeds from the issuance, after underwriting discounts and commissions and offering expenses, of approximately CHF $1.2 billion (approximately $1.6 billion based on currency exchange rates as of the date of the pricing of the Swiss Bonds). The proceeds from the issuance have been and will be used for general corporate purposes, which may include share repurchases, repayment of debt, acquisitions, capital expenditures or other investing activities.

Long-Term Debt Repayments

On September 15, 2025, the Company repaid the $500 million aggregate principal amount of the 2025 U.S. Notes upon their maturity using available cash and proceeds from the issuance of commercial paper. On November 15, 2024, the Company repaid the $700 million 2.2% senior unsecured Biopharma notes upon their maturity using available cash. The €900 million aggregate principal amount of the 1.7% senior unsecured Euronotes were repaid upon their maturity on April 2, 2024 using cash distributions from Veralto prior to the Veralto Separation. The CHF 540 million aggregate principal

amount of the 0.5% senior unsecured CHF Bonds were repaid upon their maturity on December 8, 2023 using available cash.

Guarantors of Debt

Danaher Corporation has guaranteed long-term debt and commercial paper issued by certain of its wholly-owned finance subsidiaries: Danaher International, Danaher International II, Danaher Switzerland and Danaher Japan. All of the outstanding and future securities issued by each of these entities are or will be fully and unconditionally guaranteed by Danaher Corporation and these guarantees rank on parity with the Company’s unsecured and unsubordinated indebtedness.

Other

The Company’s minimum principal payments for the next five years are as follows ($ in millions):

2026$2,410
20272,305
20281,726
20291,203
2030935
Thereafter9,839

The Company made interest payments of $331 million, $370 million and $392 million in 2025, 2024 and 2023, respectively. Interest payments decreased in 2025 due primarily to lower average interest rates on the Company’s commercial paper borrowings in 2025 compared to 2024, partially offset by the impact of currency exchange rates and higher balances on borrowings in 2025 compared to 2024.

NOTE 14. HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses and has used cross-currency swap derivative contracts to partially hedge its net investments in non-U.S. operations against adverse movements in exchange rates between the U.S. dollar and the Danish kroner, Japanese yen, euro and Swiss franc. These contracts are agreements to exchange fixed-rate payments in one currency for fixed-rate payments in another currency and effectively convert U.S. dollar-denominated bonds to obligations denominated in the hedged currency. These contracts also reduce the interest rate from the stated interest rates on the U.S. dollar-denominated debt to the interest rates of the swaps. The changes in the spot rate of these instruments are recorded in accumulated other comprehensive income (loss) (“OCI”) in stockholders’ equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated OCI. The interest income or expense from these swaps are recorded in interest expense in the accompanying Consolidated Statements of Earnings consistent with the classification of interest expense attributable to the underlying debt. These instruments mature on dates ranging from September 2028 to December 2031.

The Company also uses cross-currency swap derivative contracts to hedge U.S. dollar-denominated long-term debt issuances in a foreign subsidiary whose functional currency is the euro against adverse movements in exchange rates. These contracts effectively convert these U.S. dollar-denominated bonds to obligations denominated in euro. The changes in the fair value of these instruments are recorded in accumulated OCI and are subsequently reclassified to net earnings to offset the remeasurement of the hedged debt that is also recorded in net earnings. The interest income or expense from these swaps are recorded in interest expense in the accompanying Consolidated Statements of Earnings consistent with the classification of interest expense attributable to the underlying debt. These instruments mature on dates ranging from November 2029 to November 2049.

The Company has also issued foreign currency denominated long-term debt as partial hedges of its net investments in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro, Japanese yen and Swiss franc. These debt issuances are designated and qualify as nonderivative hedging instruments. Accordingly, the foreign currency translation of these debt instruments is recorded in accumulated OCI, offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated OCI. These instruments mature on dates ranging from January 2026 to October 2045.

The Company used interest rate swap agreements to hedge the variability in cash flows due to changes in benchmark interest rates related to a portion of the debt the Company issued. These contracts effectively fixed the interest rate for a portion of the Company’s debt equal to the notional amount of the swaps to the rate specified in the interest rate swap agreements and were settled in November 2019 and December 2021. The changes in the fair value of these instruments were recorded in accumulated OCI prior to the issuance of the debt and are subsequently being reclassified to interest expense over the life of the related debt.

The following table summarizes the notional values as of December 31, 2025 and 2024 and pretax impact of changes in the fair values of instruments designated as net investment hedges and cash flow hedges in accumulated OCI for the year then ended ($ in millions):

Original Notional AmountNotional Amount OutstandingGain (Loss) Recognized in OCIAmounts Reclassified from OCI
Year ended December 31, 2025:
Net investment hedges:
Cross-currency contracts$3,875$2,500$(213)$—
Foreign currency denominated debt6,0546,054(414)—
Cash flow hedges:
Cross-currency contracts4,0002,600(110)339
Interest rate swaps1,600——3
Total$15,529$11,154$(737)$342
Year ended December 31, 2024:
Net investment hedges:
Cross-currency contracts$3,875$3,000$128$—
Foreign currency denominated debt3,0423,042249—
Cash flow hedges:
Cross-currency contracts4,0002,600(4)(111)
Interest rate swaps1,600——3
Total$12,517$8,642$373$(108)

Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in OCI in Note 18, as these items are attributable to the Company’s hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as cash flow hedge adjustments in the schedule of changes in OCI in Note 18. The amount reclassified from OCI for the cross-currency swap derivative contracts that are cash flow hedges of the Company’s U.S. dollar-denominated debt was equal to the remeasurement amount recorded in the period on the hedged debt.

The Company did not reclassify any other deferred gains or losses related to net investment hedges or cash flow hedges from accumulated OCI to earnings during the years ended December 31, 2025 and 2024. In addition, the Company did not have any ineffectiveness related to net investment hedges or cash flow hedges during the years ended December 31, 2025 and 2024. Should any ineffectiveness arise, any ineffective portions of the hedges would be reclassified from accumulated OCI into earnings during the period of change. The cash inflows and outflows associated with the Company’s derivative contracts designated as net investment hedges are classified in all other investing activities in the accompanying Consolidated Statements of Cash Flows. The cash inflows and outflows associated with the Company’s derivative contracts designated as cash flow hedges are classified in cash flows from operating activities in the accompanying Consolidated Statements of Cash Flows.

The Company’s derivative instruments, as well as its nonderivative debt instruments designated and qualifying as net investment hedges, were classified as of December 31 in the Company’s Consolidated Balance Sheets as follows ($ in millions):

20252024
Derivative assets:
Other long-term assets$150$415
Derivative liabilities:
Accrued expenses and other liabilities42—
Nonderivative hedging instruments:
Long-term debt6,0543,042

Amounts related to the Company’s derivatives expected to be reclassified from accumulated OCI to net earnings during the next 12 months, if interest rates and foreign exchange rates remain unchanged, are not significant.

NOTE 15. PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFIT PLANS

The Company has noncontributory defined benefit pension plans which cover certain of its U.S. employees. During 2012, all remaining benefit accruals under the U.S. plans ceased. Defined benefit plans from acquisitions subsequent to 2012 are ceased as soon as practical. The Company also has noncontributory defined benefit pension plans which cover certain of its non-U.S. employees, and under certain of these plans, benefit accruals continue. In general, the Company’s policy is to fund these plans based on considerations relating to legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates and other factors. In addition to providing pension benefits, the Company provides certain healthcare and life insurance benefits for some of its retired employees in the United States. Certain employees may become eligible for these benefits as they reach normal retirement age while working for the Company. The Company has the right to modify or terminate certain of these plans.

The following sets forth the funded status of the U.S. pension, non-U.S. pension and postretirement benefit plans as of the most recent actuarial valuations using measurement dates of December 31 ($ in millions):

U.S. Pension BenefitsNon-U.S. Pension BenefitsPostretirement Benefits
202520242025202420252024
Change in pension benefit obligation:
Benefit obligation at beginning of year$(1,703)$(1,858)$(1,303)$(1,349)$(92)$(98)
Service cost——(34)(32)——
Interest cost(85)(90)(47)(45)(4)(4)
Employee/retiree contributions——(10)(8)(1)(2)
Benefits and other expenses paid15515257501212
Actuarial gain (loss)(35)475129(4)—
Amendments, settlements and curtailments—461116——
Foreign exchange rate impact and other——(165)36(1)—
Benefit obligation at end of year(1,668)(1,703)(1,440)(1,303)(90)(92)
Change in plan assets:
Fair value of plan assets at beginning of year1,9141,889779815——
Actual return on plan assets25221424(14)——
Employer contributions9841371111
Employee contributions——10811
Amendments and settlements—(45)(10)(13)——
Benefits and other expenses paid(155)(152)(57)(50)(12)(12)
Foreign exchange rate impact and other——74(4)——
Fair value of plan assets at end of year2,0201,914861779——
Funded status$352$211$(579)$(524)$(90)$(92)

The largest contributor to the net actuarial gains and losses affecting the benefit obligations in 2025 U.S. pension and non-U.S. pension plans is changes in the discount rates compared to the rates in the prior year.

Projected benefit obligation (“PBO”) and fair value of plan assets for pension plans and postretirement benefit plans with PBO’s in excess of plan assets ($ in millions):

U.S. Pension BenefitsNon-U.S. Pension BenefitsPostretirement Benefits
202520242025202420252024
PBO$84$85$958$865$90$92
Fair value of plan assets——316276——

Accumulated benefit obligation (“ABO”) and fair value of plan assets for pension plans with ABO’s in excess of plan assets ($ in millions):

U.S. Pension BenefitsNon-U.S. Pension Benefits
2025202420252024
ABO$84$85$892$803
Fair value of plan assets——309271

Weighted average assumptions used to determine benefit obligations at date of measurement:

U.S. Pension BenefitsNon-U.S. Pension BenefitsPostretirement Benefits
202520242025202420252024
Discount rate5.3%5.6%3.9%3.5%5.0%5.5%
Rate of compensation increaseN/AN/A2.8%2.9%N/AN/A

In 2025, the medical trend rate used to determine the postretirement benefit obligation was 7.0%. The rate decreases gradually to an ultimate rate of 4.0% by 2050 and remains at that level thereafter. In 2024, the medical trend rate used to determine the postretirement benefit obligation was 7.7%, gradually decreasing to an ultimate rate of 4.0% by 2049 and remaining at that level thereafter. The trend rate is a significant factor in determining the amounts reported.

Components of net periodic pension and postretirement benefit (cost) ($ in millions):

U.S. Pension BenefitsNon-U.S. Pension BenefitsPostretirement Benefits
202520242025202420252024
Service cost$—$—$(34)$(32)$—$—
Interest cost(85)(90)(47)(45)(4)(4)
Expected return on plan assets1171213331——
Amortization of prior service (cost) credit(1)(1)1122
Amortization of net (loss) gain(11)(13)1———
Curtailment and settlement (losses) gains recognized———(1)——
Net periodic pension benefit (cost)$20$17$(46)$(46)$(2)$(2)

The components of the net periodic benefit (cost) of the noncontributory defined benefit pension plans and other postretirement employee benefit plans, other than service cost, are included in other income (expense), net in the accompanying Consolidated Statements of Earnings. Actuarial gains and losses are amortized using a corridor approach. The gain/loss corridor is equal to 10% of the greater of the benefit obligation and the market-related value of assets. Actuarial gains and losses in the pension and postretirement benefits plans in excess of the corridor are amortized over the average remaining life expectancy of the plan participants.

Weighted average assumptions used to determine net periodic pension benefit (cost) at date of measurement:

U.S. PlansNon-U.S. Plans
2025202420252024
Discount rate5.6%5.1%3.5%3.5%
Expected long-term return on plan assets6.8%6.8%4.4%4.2%
Rate of compensation increaseN/AN/A2.9%3.1%

The discount rate reflects the market rate on December 31 of the prior year for high-quality fixed-income investments with maturities corresponding to the Company’s benefit obligations and is subject to change each year. For non-U.S. pension plans, rates appropriate for each plan are determined based on investment-grade instruments with maturities approximately equal to the average expected benefit payout under the plan.

Included in accumulated other comprehensive income (loss) as of December 31, 2025 are the following amounts that have not yet been recognized in net periodic pension cost: unrecognized prior service credit of $5 million ($4 million, after-tax) and unrecognized actuarial losses of approximately $244 million ($185 million, after-tax). The unrecognized losses and prior service cost, net, is calculated as the difference between the actuarially determined PBO and the value of the plan assets less accrued pension costs as of December 31, 2025.

Included in accumulated other comprehensive income (loss) as of December 31, 2025 are the following amounts that have not yet been recognized in net periodic postretirement benefit cost: unrecognized prior service credits of $4 million ($3 million, after-tax) and unrecognized actuarial losses of $9 million ($7 million, after-tax). The unrecognized losses and prior service credits, net, is calculated as the difference between the actuarially determined PBO and the value of the plan assets less accrued benefit costs as of December 31, 2025.

Selection of Expected Rate of Return on Assets

For the years ended December 31, 2025, 2024 and 2023, the Company used an expected long-term rate of return assumption of 6.8% for its U.S. defined benefit pension plan. The Company intends to use an expected long-term rate of return assumption of 6.5% for 2026 for such plan. This expected rate of return reflects the asset allocation of the plan, and is based primarily on broad, publicly-traded equity and fixed-income indices and forward-looking estimates of active portfolio and investment management. Long-term rate of return on asset assumptions for the non-U.S. plans were determined on a plan-by-plan basis based on the composition of assets and ranged from 0.8% to 7.0% in 2025 and 0.8% to 7.0% in 2024, with a weighted average rate of return assumption of 4.4% in 2025 and 4.2% in 2024.

Pension Plan Assets

As of December 31, 2025, the U.S. pension plan’s goal is to maintain between 60% and 70% of its assets in equity portfolios, which are invested in individual equity securities or funds that are expected to mirror broad market returns for equity securities or in assets with characteristics similar to equity investments, such as venture capital funds and partnerships. Asset holdings are periodically rebalanced when equity holdings are outside this range. The balance of the U.S. plan asset portfolio is invested in bond funds, real estate funds, various absolute and real return funds and private equity funds and annuity contracts. Non-U.S. plan assets are invested in various insurance contracts, equity and debt securities as determined by the administrator of each plan. The value of the plan assets directly affects the funded status of the Company’s pension plans recorded in the Consolidated Financial Statements.

The Company has certain investments that are valued using Net Asset Value (“NAV”) as the practical expedient. In addition, certain of the investments valued using NAV as the practical expedient have limits on their redemption to monthly, quarterly, semiannually or annually and require up to 90 days prior written notice. These investments valued using NAV consist of mutual funds, venture capital funds, partnerships, real estate, and other private investments, which allow the Company to allocate investments across a broad array of types of funds and diversify the portfolio.

The fair values of the Company’s pension plan assets for both the U.S. and non-U.S. plans as of December 31, 2025 and 2024, by asset category were as follows ($ in millions):

Quoted Prices in Active Market (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
20252024202520242025202420252024
Cash and equivalents$160$209$—$—$—$—$160$209
Equity securities:
Common stock281276————281276
Preferred stock—1—————1
Fixed income securities:
Corporate bonds——213252——213252
Government issued——2724——2724
Buy-in annuity contract————351—351—
Mutual funds133118205164——338282
Insurance contracts——322268——322268
Total$574$604$767$708$351$—1,6921,312
Investments measured at NAV(a):
Common/collective trusts8171,013
Venture capital, partnerships and other private investments372368
Total assets at fair value$2,881$2,693

(a) The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total plan assets.

In September 2025, the Company entered into a $349 million insurance buy-in contract for a portion of the benefit obligations under the U.S. defined benefit pension plan, which was funded from existing pension plan assets without an adjustment to the benefit obligations. The Company has the option to convert the contract to a buy-out in the future. These insurance buy-in contracts are annuity contracts that are expected to provide an income stream to cover the cash flows associated with future contracted payments for the plan population. However, the benefit obligation remains with the plan and the Company. This contract was entered into with a third-party insurance company that has no affiliation with the Company or the plan. The insurance buy-in annuity contract is valued on an insurer pricing basis based on the premium paid to the insurer to secure the insurance policy, adjusted each reporting period for changes in discount rates and other actuarial assumptions. The following table presents a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3) ($ in millions):

Balance, December 31, 2024$—
Purchases349
Unrealized gains/(losses)2
Balance, December 31, 2025$351

Common stock traded on an active market, as well as mutual funds, are valued at the quoted closing price reported on the active market on which the individual securities are traded. Common stock, corporate bonds, U.S. government securities and mutual funds that are not traded on an active market are valued at quoted prices reported by investment brokers and dealers based on the underlying terms of the security and comparison to similar securities traded on an active market. Insurance contracts are valued based upon the quoted prices of the underlying investments with the insurance company.

Common/collective trusts are valued based on the plan’s interest, represented by investment units, in the underlying investments held within the trust that are traded in an active market by the trustee.

Venture capital, partnerships and other private investments are valued using the NAV based on the information provided by the asset fund managers, which reflects the plan’s share of the fair value of the net assets of the investment. Depending on the nature of the assets, the underlying investments are valued using a combination of either discounted cash flows, earnings and market multiples, third-party appraisals or through reference to the quoted market prices of the underlying investments held by the venture, partnership or private entity where available. Valuation adjustments reflect changes in operating results, financial condition, or prospects of the applicable portfolio company.

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

Expected Contributions

During 2026, the Company’s cash contribution requirements for its U.S. and its non-U.S. defined benefit pension plans are expected to be approximately $8 million and $41 million, respectively. During 2026, the Company’s cash contribution requirements for its other postretirement benefit plans are expected to be approximately $12 million. The ultimate amounts to be contributed depend upon legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contributions, local practices, market conditions, interest rates and other factors.

The following sets forth benefit payments, which reflect expected future service, as appropriate, expected to be paid by the plans in the periods indicated ($ in millions):

U.S. Pension PlansNon-U.S. Pension PlansPostretirement Benefit PlansAll Plans
2026$168$69$13$250
20271678411262
20281647710251
2029161799249
2030159839251
2031 - 2035632432341,098

Other Matters

Substantially all employees not covered by defined benefit plans are covered by defined contribution plans, which generally provide for Company funding based on a percentage of compensation.

The Company’s expenses for all defined benefit and defined contribution pension plans amounted to $277 million, $282 million and $219 million for the years ended December 31, 2025, 2024 and 2023, respectively.

NOTE 16. COMMITMENTS

The Company has entered into agreements to purchase goods or services that are enforceable and legally binding on the Company and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancellable at any time without penalty. As of December 31, 2025, the aggregate amount of the Company’s purchase obligations totaled approximately $1.3 billion, and the majority of these obligations are expected to be settled during 2026.

NOTE 17. LITIGATION AND CONTINGENCIES

General

The Company is subject to or otherwise responsible for a variety of litigation and other legal and regulatory proceedings in the course of its business (or related to the business operations of previously owned entities), including claims or counterclaims for damages arising out of the use of products or services and claims relating to intellectual property matters, employment matters, tax matters, commercial disputes, breach of contract claims, competition and sales and trading practices, environmental matters, personal injury, insurance coverage, securities matters, fiduciary duties and acquisition or divestiture-related matters, as well as regulatory subpoenas, requests for information, investigations and enforcement. The Company also from time to time becomes subject to lawsuits as a result of acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, businesses divested by the Company or its predecessors. The types of claims made in lawsuits include claims for compensatory damages, punitive and consequential damages (and in some cases, treble damages) and/or injunctive relief.

While the Company maintains general, product, property, workers’ compensation, automobile, cargo, aviation, crime, cyber, fiduciary and directors’ and officers’ liability insurance (and has acquired rights under similar policies in connection with certain acquisitions) up to certain limits that cover certain of these claims, this insurance may be insufficient or unavailable to cover such losses. For general, product and property liability and most other insured risks, the Company purchases outside insurance coverage only for severe losses and must establish and maintain reserves with respect to amounts within the self-insured retention. In addition, while the Company believes it is entitled to indemnification from third-parties for some of these claims, these rights may also be insufficient or unavailable to cover such losses.

The Company records a liability in the Consolidated Financial Statements for loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss does not meet the known or probable level but is reasonably possible it is disclosed and if the loss or range of loss can be reasonably estimated, the estimated loss or range of loss is disclosed. The Company’s reserves consist of specific reserves for individual claims and additional amounts for anticipated developments of these claims as well as for incurred but not yet reported claims. The specific reserves for individual known claims are quantified with the assistance of legal counsel and outside risk professionals where appropriate. In addition, outside risk professionals assist in the determination of reserves for incurred but not yet reported claims through evaluation of the Company’s specific loss history, actual claims reported and industry trends together with statistical and other factors. Reserve estimates may be adjusted as additional information regarding a claim becomes known. Because most contingencies are resolved over long periods of time, new developments (including litigation developments, the discovery of new facts, changes in legislation and outcomes of similar cases), changes in assumptions or changes in the Company’s strategy in any given period can require the Company to adjust the loss contingency estimates that have been recorded in the financial statements, record estimates for liabilities or assets previously not susceptible of reasonable estimates or pay cash settlements or judgments. While the Company actively pursues financial recoveries from insurance providers and indemnifying parties, it does not recognize any recoveries until realized or until such time as a sustained pattern of collections is established related to historical matters of a similar nature and magnitude. If the Company’s self-insurance and litigation reserves prove inadequate, it would be required to incur an expense equal to the amount of the loss incurred in excess of the reserves, which would adversely affect the Company’s Consolidated Financial Statements.

Environmental Matters

In addition, the Company’s operations, products and services are subject to numerous U.S. federal, state, local and non-U.S. environmental, health and safety laws and regulations concerning, among other things, the health and safety of our employees, the generation, storage, use and transportation of hazardous materials, emissions or discharges of substances into the environment, investigation and remediation of hazardous substances or materials at various sites, chemical constituents in products and end-of-life disposal and take-back programs for products sold. A number of the Company’s operations involve the handling, manufacturing, use or sale of substances that are or could be classified as hazardous materials within the meaning of applicable laws. Compliance with these laws and regulations has not had and, based on current information and the applicable laws and regulations currently in effect, is not expected to have a material

effect on the Company’s capital expenditures, earnings or competitive position, and the Company does not anticipate material capital expenditures for environmental control facilities.

In addition to environmental compliance costs, the Company from time to time incurs costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling practices. For example, generators of hazardous substances found in disposal sites at which environmental problems are alleged to exist, as well as the current and former owners of those sites and certain other classes of persons, are subject to claims brought by state and federal regulatory agencies pursuant to statutory authority. The Company has received notification from the U.S. Environmental Protection Agency, and from state and non-U.S. environmental agencies, that conditions at certain sites where the Company and others previously disposed of hazardous wastes and/or are or were property owners require clean-up and other possible remedial action, including sites where the Company has been identified as a potentially responsible party under U.S. federal and state environmental laws. The Company has projects underway at a number of current and former facilities, in both the United States and abroad, to investigate and remediate environmental contamination resulting from past operations. Remediation activities generally relate to soil and/or groundwater contamination and may include pre-remedial activities such as fact-finding and investigation, risk assessment, feasibility study and/or design, as well as remediation actions such as contaminant removal, monitoring and/or installation, operation and maintenance of longer-term remediation systems. The Company is also from time to time party to personal injury, property damage or other claims brought by private parties alleging injury or damage due to the presence of, or exposure to, hazardous substances. The Company 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 the Company’s operations and changes in accounting rules.

The Company has recorded a provision for environmental investigation and remediation and environmental-related claims with respect to sites owned or formerly owned by the Company and its subsidiaries and third-party sites where the Company has been determined to be a potentially responsible party. The Company generally makes an assessment of the costs involved for its remediation efforts based on environmental studies, as well as its prior experience with similar sites. The ultimate cost of site cleanup is difficult to predict given the uncertainties of the Company’s involvement in certain sites, uncertainties regarding the extent of the required cleanup, the availability of alternative cleanup methods, variations in the interpretation of applicable laws and regulations, the possibility of insurance recoveries with respect to certain sites and the fact that imposition of joint and several liability with right of contribution is possible under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and other environmental laws and regulations. If the Company determines that potential liability for a particular site or with respect to a personal injury claim is known or considered probable and reasonably estimable, the Company accrues the total estimated loss, including investigation and remediation costs, associated with the site or claim. As of December 31, 2025, the Company had a reserve of $182 million for environmental matters which are known or considered probable and reasonably estimable (of which $157 million are noncurrent), which reflects the Company’s best estimate of the costs to be incurred with respect to such matters.

While the Company actively pursues insurance recoveries, as well as recoveries from other potentially responsible parties, it does not recognize any insurance recoveries for environmental liability claims until realized or until such time as a sustained pattern of collections is established related to historical matters of a similar nature and magnitude.

Hawkins Litigation

On July 17, 2023, a putative securities class action was filed in the United States District Court for the District of Columbia, captioned “Hawkins v. Danaher Corporation et al., Case No. 1:23-cv-02055” (“Hawkins Action”). The complaint was amended on December 29, 2023 and names the Company and certain of its current or former officers. The complaint asserts claims under Section 10(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), SEC Rule 10b-5, and Section 20(a) of the 1934 Act, purportedly on behalf of persons and entities who acquired our securities between January 27, 2022 and October 23, 2023 (the “Class Period”). Plaintiffs allege that, during the Class Period, defendants made material misrepresentations or omissions regarding, among other things, the Company’s anticipated revenues for its bioprocessing business that artificially inflated the Company’s stock price. Plaintiffs seek, among other things, damages in an unspecified amount, as well as fees and costs. Defendants moved to dismiss the amended complaint on February 27, 2024, and on August 4, 2025, the court granted in part and denied in part defendants’ motion to dismiss.

In early 2024, putative shareholder derivative cases (relating to substantially the same factual allegations as those made in the Hawkins Action) were filed in the United States District Court for the District of Delaware. These cases were consolidated and captioned “In re Danaher Corporation Derivative Litigation, No. 1:24-cv-00091-GBW” (the “Derivative Action”). On November 10, 2025, the Derivative Action was voluntarily dismissed without prejudice.

The outcomes of these legal proceedings remain uncertain, and the Company is unable to reasonably estimate the possible loss or range of loss, if any.

Indemnification and Guarantees

The Company’s Restated Certificate of Incorporation requires it to indemnify to the full extent authorized or permitted by law any person made, or threatened to be made a party to any action or proceeding by reason of his or her service as a director or officer of the Company, or by reason of serving at the request of the Company as a director or officer of any other entity, subject to limited exceptions. Danaher’s Amended and Restated By-laws provide for similar indemnification rights. In addition, Danaher has executed with each director and executive officer of Danaher Corporation an indemnification agreement which provides for substantially similar indemnification rights and under which Danaher has agreed to pay expenses in advance of the final disposition of any such indemnifiable proceeding. While the Company maintains insurance for this type of liability, a significant deductible applies to this coverage and any such liability could exceed the amount of the insurance coverage.

As of December 31, 2025, the Company had $639 million of guarantees consisting primarily of outstanding standby letters of credit, bank guarantees and performance and bid bonds. These guarantees have been provided in connection with certain arrangements with vendors, customers, insurance providers, financing counterparties and governmental entities to secure the Company’s obligations and/or performance requirements related to specific transactions. The Company believes that if the obligations under these instruments were triggered, it would not have a material effect on its Consolidated Financial Statements.

NOTE 18. STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

Stockholders’ Equity

The Company’s Board of Directors has approved the following programs to repurchase shares of the Company’s common stock:

Name of ProgramDate of Board of Director ApprovalNumber of Shares of Company Common Stock Approved for RepurchaseNumber of Shares Remaining Available for Repurchase as of December 31, 2025
2013 Repurchase ProgramJuly 16, 201320,000,000—
2024 Repurchase ProgramJuly 22, 202420,000,0002,000,000
2025 Repurchase ProgramSeptember 9, 202535,000,00035,000,000

In each case, the approved program authorized or authorizes the repurchase of up to the specified number of shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions. None of the repurchase programs were or are subject to an expiration date, and the timing and amount of any shares repurchased in the future will be determined by members of the Company’s management based on its evaluation of market conditions and other factors. Any repurchase program with remaining availability may be suspended or discontinued at any time. Repurchased shares are and will be available for use in connection with the Company’s equity compensation plans (or any successor plans) and for other corporate purposes.

During the year ended December 31, 2024, the Company repurchased approximately 20.0 million shares of the Company’s common stock for approximately $5.2 billion (inclusive of excise taxes) as part of the 2013 Repurchase Program. Included within the shares repurchased under the 2013 Repurchase Program in the year ended December 31, 2024 is the repurchase of $173 million of shares from the Danaher Corporation & Subsidiaries Pension Plan, a related party, at fair market value at the time of the purchase. As a result of the 2024 repurchases, the 2013 Repurchase Program was exhausted. In addition, during the year ended December 31, 2024, the Company repurchased 3.5 million shares of the Company’s common stock for $817 million (inclusive of excise taxes) as part of the 2024 Repurchase Program.

During the year ended December 31, 2025, the Company paid $56 million in excise taxes related to the 2024 share repurchases. Cash paid for excise taxes on share repurchases is included in all other financing activities in the accompanying Consolidated Statements of Cash Flows.

During the year ended December 31, 2025, the Company repurchased 14.5 million shares of the Company’s common stock for approximately $3.1 billion (which included $24 million of excise taxes which will be paid in 2026) as part of the 2024 Repurchase Program.

Except as discussed above, neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during 2025, 2024 or 2023.

The following table summarizes the Company’s share activity for the years ended December 31 (shares in millions):

202520242023
Preferred stock - shares issued:
Balance, beginning of period——1.7
Conversion of MCPS to common stock——(1.7)
Balance, end of period———
Common stock - shares issued:
Balance, beginning of period884.3880.5869.3
Issuance of common stock attributable to stock-based compensation2.63.82.6
Conversion of MCPS to common stock——8.6
Balance, end of period886.9884.3880.5

As of April 17, 2023, all outstanding shares of the Company’s 5.00% MCPS Series B converted to common shares at a rate of 5.0175 common shares per share of preferred stock into an aggregate of 8.6 million shares of the Company’s common stock, pursuant to the terms of the Certificate of Designation governing the Series B Preferred Stock. Danaher issued cash in lieu of fractional shares of common stock in the conversion. The final quarterly cash dividend of $12.50 per share was paid on April 17, 2023.

Stock-Based Compensation

Stock options, RSUs and PSUs have been issued to directors, officers and other employees under the Company’s 2007 Omnibus Incentive Plan. The 2007 Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, RSUs, restricted stock, PSUs or any other stock-based award and cash-based awards. A total of approximately 135 million shares of Danaher common stock have been authorized for issuance under the 2007 Omnibus Incentive Plan since the plan’s inception. As of December 31, 2025, approximately 42 million shares of the Company’s common stock remain available for issuance under the 2007 Omnibus Incentive Plan (excluding shares underlying outstanding awards).

Stock options granted prior to 2022 under the 2007 Omnibus Incentive Plan generally vest pro rata over a five-year period and terminate ten years from the grant date, although executive officers and certain other employees have been awarded options with different vesting criteria. Stock options granted subsequent to December 31, 2021 under the 2007 Omnibus Incentive Plan generally vest pro rata over a four-year period and terminate ten years from the grant date, although executive officers and certain other employees have been awarded options with different vesting criteria. Options granted to outside directors under the 2007 Omnibus Incentive Plan are fully vested as of the grant date. Option exercise prices for options granted by the Company equal the closing price of the Company’s common stock on the New York Stock Exchange on the date of grant.

RSUs issued under the 2007 Omnibus Incentive Plan provide for the issuance of a share of the Company’s common stock at no cost to the holder. RSUs granted prior to 2022 to employees under the 2007 Omnibus Incentive Plan generally provide for pro rata time-based vesting over a five-year period, although executive officers and certain other employees have been awarded RSUs with different vesting criteria. RSUs granted subsequent to December 31, 2021 to employees under the 2007 Omnibus Incentive Plan generally vest pro rata over a four-year period, although certain employees have been awarded RSUs with different vesting criteria. The RSUs that have been granted to directors under the 2007 Omnibus Incentive Plan vest on the earlier of the first anniversary of the grant date or the date of, and immediately prior to, the next annual meeting of the Company’s shareholders following the grant date, but the underlying shares are not issued until the earlier of the director’s death or the first day of the seventh month following the director’s retirement from the Board. Prior to vesting, RSUs granted under the 2007 Omnibus Incentive Plan do not have dividend equivalent rights, do not have voting rights and the shares underlying the RSUs are not considered issued and outstanding.

PSUs issued under the 2007 Omnibus Incentive Plan provide for the issuance of a share of the Company’s common stock at no cost to the holder, vest based on specified performance criteria, are subject to an additional holding period following vesting and are entitled to dividend equivalent rights. The PSU dividend equivalent rights are subject to the same vesting and payment restrictions as the related shares, and the shares underlying the PSUs are not considered issued and outstanding.

The equity compensation awards granted by the Company generally vest only if the employee is employed by the Company (or in the case of directors, the director continues to serve on the Company Board) on the vesting date or in other limited circumstances, including following a qualifying retirement. To cover the exercise of options and vesting of RSUs and PSUs, the Company generally issues new shares from its authorized but unissued share pool, although it may instead issue treasury shares in certain circumstances.

The Company accounts for stock-based compensation by measuring the cost of employee services received in exchange for all equity awards granted based on the fair value of the award as of the grant date. The Company recognizes the compensation expense over the requisite service period (which is generally the vesting period but may be shorter than the vesting period if the employee becomes retirement eligible before the end of the vesting period). The fair value for RSU awards was calculated using the closing price of the Company’s common stock on the date of grant, adjusted for the fact that RSUs do not accrue dividends. The fair value of the PSU awards was calculated using a Monte Carlo pricing model. The fair value of the options granted was calculated using a Black-Scholes Merton option pricing model (“Black-Scholes”).

In connection with the Veralto Separation and in accordance with the employee matters agreement Danaher and Veralto have entered into, stock-based compensation awards have been converted into awards of the company that employs the employee post-separation. The Company has made certain adjustments to the exercise price and the number of shares underlying the stock-based compensation awards held by its employees, with the intention of preserving the intrinsic value of the awards immediately prior to the Veralto Separation. The adjustment to the Company’s stock-based compensation awards as a result of the Veralto Separation did not have a significant impact to the Company’s stock compensation expense. Veralto has responsibility for the awards that were converted into Veralto awards.

The following summarizes the assumptions used in the Black-Scholes model to value options granted during the years ended December 31:

202520242023
Risk-free interest rate3.8 – 4.4%4.1 – 4.5%3.5 – 4.5%
Weighted average volatility27.6%28.9%27.8%
Dividend yield0.6%0.4%0.5%
Expected years until exercise5.5 – 7.05.0 – 7.05.0 – 7.0

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

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

The following summarizes the components of the Company’s continuing operations stock-based compensation expense for the years ended December 31 ($ in millions):

202520242023
RSUs/PSUs:
Pretax compensation expense$174$159$173
Income tax benefit(35)(33)(38)
RSU/PSU expense, net of income taxes139126135
Stock options:
Pretax compensation expense124129133
Income tax benefit(25)(26)(27)
Stock option expense, net of income taxes99103106
Total stock-based compensation:
Pretax compensation expense298288306
Income tax benefit(60)(59)(65)
Total stock-based compensation expense, net of income taxes$238$229$241

Stock-based compensation has been recognized as a component of SG&A expenses in the accompanying Consolidated Statements of Earnings. As of December 31, 2025, $168 million of total unrecognized compensation cost related to RSUs/PSUs is expected to be recognized over a weighted average period of approximately two years. As of December 31, 2025, $150 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately two years. Future compensation amounts will be adjusted for any changes in estimated forfeitures.

The following summarizes option activity under the Company’s stock plans (in millions, except weighted exercise price and number of years):

OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual Term (in years)Aggregate Intrinsic Value
Outstanding as of January 1, 202317.6$131.98
Granted2.8218.69
Exercised(1.7)83.13
Cancelled/forfeited(0.9)178.71
Adjustment due to Veralto Separation(a)(2.1)154.67
Outstanding as of December 31, 202315.7147.02
Granted1.6252.97
Exercised(2.7)99.82
Cancelled/forfeited(0.5)234.19
Outstanding as of December 31, 202414.1164.99
Granted1.9207.69
Exercised(1.8)92.13
Cancelled/forfeited(0.6)234.77
Outstanding as of December 31, 202513.6177.525$760
Vested and expected to vest as of December 31, 2025**(b)**13.5$177.105$758
Vested as of December 31, 20258.9$153.454$703

(a) The “Adjustment due to Veralto Separation” reflects the cancellation of stock options which were outstanding as of September 30, 2023 and held by Veralto employees which have been terminated and replaced by Veralto with Veralto equity awards as part of the Veralto Separation.

(b) The “expected to vest” options are the net unvested options that remain after applying the forfeiture rate assumption to total unvested options.

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of 2025 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2025. The amount of aggregate intrinsic value will change based on the price of the Company’s common stock.

The weighted average per share grant-date fair values of options granted during 2025, 2024 and 2023 were $67.29, $83.12 and $68.92, respectively.

Options outstanding as of December 31, 2025 are summarized below (shares in millions):

OutstandingExercisable
Exercise PriceSharesAverage Exercise PriceAverage Remaining Life (in years)SharesAverage Exercise Price
$58.59 to $88.242.2$80.4122.2$80.41
$88.25 to $139.302.9118.2732.9118.27
$139.31 to $207.763.2198.0071.2187.43
$207.77 to $230.502.3221.2771.0220.94
$230.51 to $266.203.0249.6771.6248.15

The aggregate intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $210 million, $413 million and $259 million, respectively. Exercise of options during the years ended December 31, 2025, 2024 and 2023 resulted in cash receipts of $154 million, $259 million and $148 million, respectively. Upon exercise of the award by the employee, the Company derives a tax deduction measured by the excess of the market value over the grant price at the date of exercise. The Company realized a tax benefit of $41 million, $79 million and $48 million in 2025, 2024 and 2023, respectively, related to the exercise of employee stock options.

The following summarizes information on unvested RSU and PSU activity (in millions, except weighted average grant-date fair value):

Number of RSUs/PSUsWeighted Average Grant-Date Fair Value
Unvested as of January 1, 20233.3$168.03
Granted1.2219.29
Vested(0.9)148.90
Forfeited(0.3)204.97
Adjustment due to Veralto Separation(a)(0.4)211.14
Unvested as of December 31, 20232.9185.41
Granted0.7253.55
Vested(1.1)164.80
Forfeited(0.2)201.00
Unvested as of December 31, 20242.3214.65
Granted1.0207.42
Vested(0.8)195.01
Forfeited(0.2)236.71
Unvested as of December 31, 20252.3216.42

(a) The “Adjustment due to Veralto Separation” reflects the cancellation of RSUs and PSUs which were outstanding as of September 30, 2023 and held by Veralto employees which have been terminated and replaced by Veralto with Veralto equity awards as part of the Veralto Separation.

The Company realized a tax benefit of $23 million, $28 million and $32 million in the years ended December 31, 2025, 2024 and 2023, respectively, related to the vesting of RSUs and PSUs.

The excess tax benefit of $32 million, $70 million and $51 million related to the exercise of employee stock options and vesting of RSUs and PSUs for the years ended December 31, 2025, 2024 and 2023, respectively, has been recorded as a reduction to the current income tax provision and is reflected as an operating cash inflow in the accompanying Consolidated Statements of Cash Flows.

In connection with the exercise of certain stock options and the vesting of RSUs and PSUs previously issued by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements has been withheld from the total shares issued or released to the award holder (though under the terms of the applicable plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the year ended December 31, 2025, 326 thousand shares with an aggregate value of $69 million were withheld to satisfy the requirement. During the year ended December 31, 2024, 396 thousand shares with an aggregate value of $97 million were withheld to satisfy the requirement. The withholding is treated as a reduction in additional paid-in capital in the accompanying Consolidated Statements of Stockholders’ Equity and a reduction in proceeds from the issuance of common stock in connection with stock-based compensation in the accompanying Consolidated Statements of Cash Flows.

Accumulated Other Comprehensive Income

The changes in accumulated other comprehensive income (loss) by component are summarized below ($ in millions).

Foreign Currency Translation AdjustmentsPension and Postretirement Plan Benefit AdjustmentsCash Flow Hedge AdjustmentsAccumulated Comprehensive Income (Loss)
Balance, January 1, 2023$(2,644)$(341)$113$(2,872)
Other comprehensive income (loss) before reclassifications:
Increase (decrease)181(70)(214)(103)
Income tax impact341891143
Other comprehensive income (loss) before reclassifications, net of income taxes215(52)(123)40
Reclassification adjustments
Increase (decrease)—2(a)110(b)112
Income tax impact—(1)(1)(2)
Reclassification adjustments, net of income taxes—1109110
Net other comprehensive income (loss), net of income taxes215(51)(14)150
Distribution of Veralto Corporation983(9)(c)—974
Balance, December 31, 2023(1,446)(401)99(1,748)
Other comprehensive income (loss) before reclassifications:
Increase (decrease)(1,428)122(4)(1,310)
Income tax impact(30)(30)—(60)
Other comprehensive income (loss) before reclassifications, net of income taxes(1,458)92(4)(1,370)
Reclassification adjustments
Increase (decrease)—12(a)(108)(b)(96)
Income tax impact—(3)(1)(4)
Reclassification adjustments, net of income taxes—9(109)(100)
Net other comprehensive income (loss), net of income taxes(1,458)101(113)(1,470)
Balance, December 31, 2024(2,904)(300)(14)(3,218)
Other comprehensive income (loss) before reclassifications:
Increase (decrease)2,614143(110)2,647
Income tax impact51(34)—17
Other comprehensive income (loss) before reclassifications, net of income taxes2,665109(110)2,664
Reclassification adjustments
Increase (decrease)—8(a)342(b)350
Income tax impact—(2)(1)(3)
Reclassification adjustments, net of income taxes—6341347
Net other comprehensive income (loss), net of income taxes2,6651152313,011
Balance, December 31, 2025$(239)$(185)$217$(207)

(a) This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension and postretirement cost (refer to Note 15 for additional details).

(b) Reflects reclassification to earnings related to remeasurement of certain long-term debt (refer to Note 14 for additional details).

(c) This accumulated other comprehensive income (loss) component included an income tax impact of $2 million.

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