Danaher (DHR) risk factors: FY2025 10-K

Item 1A of the 10-K for the period ending 2025-12-31, filed 2026-02-24. 42 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2024

0new since FY2024
6reworded
1removed
36unchanged

Headings mentioning a theme: Tariffs 0 · AI 1 · Cybersecurity 0 · China 0 · Interest rates 0. Compare across the S&P 500.

Business and Strategic Risks

9
  1. Conditions in the global economy, the particular markets we serve and the financial markets can adversely affect our business and financial statements.
  2. We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we compete effectively, we may be required to reduce the prices we charge.
  3. Our growth depends in part on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation.
  4. The healthcare industry and related industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce (and increase the predictability of) costs, which can adversely affect our business and financial statements.
  5. Non-U.S. economic, political, legal, compliance, social and business factors can negatively affect our business and financial statements.
  6. Our growth can suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.
  7. Uncertainties with respect to the development, deployment, and use of AI in our business and products may result in harm to our business and reputation.rewordedAI
  8. Global health crises, pandemics, epidemics or other outbreaks can adversely impact certain elements of our business and financial statements.
  9. Certain of our businesses rely on relationships with business partners and other third-parties for development, supply and/or marketing of certain products, potential products and technologies, and such business partners or other third-parties could fail to perform sufficiently.

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Acquisition, Divestiture and Investment Risks

5
  1. Failing to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, can negatively impact our business.reworded
  2. Our acquisition of businesses, investments, joint ventures and other strategic relationships can negatively impact our business and financial statements.
  3. The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities.
  4. Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have disposed of could adversely affect our business and financial statements.
  5. We could incur significant liability if our dispositions of any of Fortive Corporation, Envista Holdings Corporation or Veralto Corporation is determined to be a taxable transaction.

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Operational Risks

8
  1. Significant disruptions in, or breaches in security of, our IT systems or data or violation of data privacy laws can adversely affect our business and financial statements.reworded
  2. Defects and unanticipated use or inadequate disclosure with respect to our products or services, or allegations thereof, can adversely affect our business and financial statements.
  3. If we suffer loss to our facilities, supply chains, distribution systems or IT systems due to catastrophe or other events, our operations could be seriously harmed.reworded
  4. Climate change, legal or regulatory measures to address climate change and other sustainability topics and any inability on our part to address the range of stakeholder expectations relating to climate change and other sustainability topics may negatively affect us.reworded
  5. The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our business and financial statements could suffer.
  6. Our financial results are subject to fluctuations in the cost and availability of the supplies that we use in, and the labor we need for, our operations.
  7. Adverse changes in our relationships with, or the financial condition, performance, purchasing patterns or inventory levels of, key distributors and other channel partners can adversely affect our business and financial statements.
  8. Our success depends on our ability to recruit, retain and motivate talented employees.

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Intellectual Property Risks

3
  1. If we are unable to adequately protect our intellectual property, or if third-parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights. These risks are particularly pronounced in countries in which we do business that do not have levels of protection of intellectual property comparable to the United States.
  2. Third-parties from time to time claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.
  3. The U.S. government has certain rights with respect to incremental production capacity attributable to, and/or the intellectual property we have developed, using government financing. In addition, in times of national emergency the U.S. government could control our allocation of manufacturing capacity.

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Financial and Tax Risks

6
  1. From time to time our outstanding debt has increased significantly as a result of acquisitions, and we expect to incur additional debt in the future. Our existing and future indebtedness may limit our operations and our use of our cash flow and negatively impact our credit ratings; and any failure to comply with the covenants that apply to our indebtedness could adversely affect our business and financial statements.reworded
  2. We may be required to recognize impairment charges for our goodwill and other intangible assets.
  3. Foreign currency exchange rates can adversely affect our financial statements.
  4. Changes in our tax rates or exposure to additional income tax liabilities or assessments can affect our profitability. In addition, audits by tax authorities can result in additional tax payments for prior periods.
  5. Changes in tax law relating to multinational corporations could adversely affect our tax position.
  6. Military conflicts (such as the conflicts between Russia and Ukraine and in the Middle East) can adversely affect our business and financial statements.

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Legal, Regulatory, Compliance and Reputational Risks

11
  1. Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements.
  2. Our business and financial statements can be impaired by improper conduct by any of our employees, agents or business partners.
  3. Our businesses are subject to extensive regulation; failure to comply with those regulations could adversely affect our business and financial statements.
  4. We are subject to or otherwise responsible for a variety of litigation and other legal and regulatory proceedings in the course of our business that can adversely affect our business and financial statements.
  5. Certain of our businesses are subject to extensive regulation by the FDA and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our business and financial statements.
  6. Our products can be subject to human clinical trials, the results of which may be unexpected, or perceived as unfavorable by the market, and could adversely affect our business and financial statements.
  7. Off-label marketing of our products could result in substantial penalties.
  8. Certain modifications to our products may require new 510(k) clearances or other marketing authorizations and may require us to recall or cease marketing our products.
  9. Our operations, products and services expose us to the risk of environmental, health and safety liabilities, costs and violations that could adversely affect our business and financial statements.
  10. Changes in governmental regulations can reduce demand for our products or services or increase our expenses.
  11. Exclusive forum provisions in our By-laws could limit our stockholders’ ability to choose their preferred judicial forum for disputes with us or our directors, officers or employees.

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No longer in Item 1A

1

Headings in the FY2024 10-K with no match this year.

  1. Our restructuring actions and other cost reduction efforts can have long-term adverse effects on our business and financial statements.

Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.