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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide material information relevant to an assessment of Danaher’s financial condition and results of operations, including an evaluation of the amounts and certainty of cash flows from operations and from outside sources. The MD&A is designed to focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. This includes descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on management’s assessment to have a material impact on future operations. The Company’s MD&A is divided into five sections:

•Overview

•Results of Operations

•Liquidity and Capital Resources

•Critical Accounting Estimates

•New Accounting Standards

This discussion and analysis should be read together with Danaher’s audited financial statements and related Notes thereto as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 included in this Annual Report. Management's discussion and analysis of financial condition and results of operations for 2023 is included in Item 7 of the Company’s Annual Report on Form 10-K with respect to the year ended December 31, 2024 filed with the Securities and Exchange Commission, and should be referred to for information regarding that period.

Unless otherwise indicated, all financial results in this report refer to continuing operations.

OVERVIEW

General

Refer to “Item 1. Business—General” for a discussion of Danaher’s strategic objectives and methodologies for delivering long-term shareholder value. Danaher is a multinational business with global operations. During 2025, approximately 59% of Danaher’s sales were derived from customers outside the United States. As a diversified, global business, Danaher’s operations are affected by worldwide, regional and industry-specific economic, political and geopolitical factors. Danaher’s geographic and industry diversity, as well as the range of its products and services, help mitigate the impact of any one industry or the economy of any single country, other than the United States, on its consolidated operating results. The Company’s individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.

As a result of the Company’s geographic and industry diversity, the Company faces a variety of opportunities and challenges, including rapid technological development (particularly with respect to computing, automation, AI, mobile connectivity and digitization) in most of the Company’s served markets, the expansion and evolution of opportunities in high-growth markets, trends and costs associated with a global labor force, consolidation of the Company’s competitors, increasing regulation and a rapidly evolving trade environment. The Company operates in a highly competitive business environment in most markets, and the Company’s long-term growth and profitability will depend in particular on its ability to expand its business in high-growth geographies and higher-growth market segments, identify, consummate and integrate appropriate acquisitions and identify and consummate appropriate investments and strategic partnerships, develop innovative and differentiated new products and services with higher gross profit margins, expand and improve the effectiveness of the Company’s sales force, continue to reduce costs and improve operating efficiency and quality, and effectively address the demands of an increasingly regulated global environment and the rapidly evolving trade environment. The Company is making significant investments, organically and through acquisitions and investments, to address the rapid pace of technological change in its served markets and to position its manufacturing, R&D and customer-facing resources to be responsive to the Company’s customers throughout the world and improve the efficiency of the Company’s operations.

Business Performance

In 2025, the Company’s overall revenues and core sales increased 3.0% and 2.0%, respectively, compared to 2024. The increase in core sales is primarily due to higher core sales in the Biotechnology segment and, to a lesser extent, the Diagnostics segment, partially offset by lower core sales in the Life Sciences segment. Additionally, the impact of currency translation increased reported sales by 1.0% in 2025 compared to 2024. For the definition of “core sales” refer to “—Results of Operations” below.

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Geographically, the Company’s sales in developed markets in 2025 increased 3% compared to 2024 and core sales in developed markets were up low-single digits driven primarily by mid-single digit core sales increases in Western Europe. The increase in core sales in developed markets was primarily driven by increases in the Biotechnology and Diagnostics segments, partially offset by decreased year-over-year core sales in the Life Sciences segment. For the same period, sales in high-growth markets increased year-over-year by 2% and core sales in high-growth markets were up low-single digits as a mid-single digit decline in core revenue in China was more than offset by increased core sales in other regions. In the high-growth markets, the Biotechnology and Life Sciences segments’ increase in core sales was partially offset by core sales declines in the Diagnostics segment. High-growth markets represented approximately 29% of the Company’s total sales in 2025.

The Company’s net earnings from continuing operations for the year ended December 31, 2025 totaled approximately $3.6 billion or $5.03 per diluted common share, compared to approximately $3.9 billion or $5.29 per diluted common share for the year ended December 31, 2024. 2025 intangible asset impairments net of 2024 intangible asset impairments, increased other expenses and decreased interest income, net of increased gross profit, drove the year-over-year decline in net earnings from continuing operations and diluted net earnings per common share from continuing operations. Refer to “—Results of Operations” for further discussion of the year-over-year changes in net earnings and diluted net earnings per common share for the years ended December 31, 2025 and 2024.

Danaher operates a diversified global supply chain and sources parts and materials globally. Since early 2025, the U.S. government has implemented significant new tariffs on imports from a wide range of countries, which has also prompted retaliatory tariffs and other actions by a number of countries, including tariffs and export restrictions on certain manufacturing components imposed by China and tariffs pursuant to trade agreements the U.S. has entered into with certain countries. In addition, a number of new tariffs have been threatened by the U.S. and other countries, including tariffs in certain industry sectors. The U.S. and other countries continue to negotiate trade arrangements and tariff levels. In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”), which the U.S. administration relied on to impose certain tariffs, does not authorize the administration to impose tariffs. In response, the administration announced plans to implement new tariffs under alternative statutory authority. The full impact of the U.S. Supreme Court’s ruling and the administration’s response remain uncertain; as of the date of this Annual Report, a number of tariffs issued by the United States and other countries remain in effect.

Based on the tariffs enacted and in effect as of December 31, 2025 (the “enacted tariffs”), the Company incurred incremental tariff costs for 2025 of less than $300 million. These incremental costs reflect increased costs of parts and materials used by the Company to produce products, as well as increased costs the Company incurred on finished goods shipped to customers. The Company largely offset the 2025 operating profit impact of the enacted tariffs with manufacturing footprint changes, supply chain adjustments, surcharges and additional productivity and cost savings actions.

To the extent the Company is unable to continue to largely offset the incremental cost from the enacted tariffs, enacted or threatened tariffs negatively impact future demand or the export restrictions negatively impact manufacturing, the Company’s revenue and profitability would be adversely impacted. If delayed or additional tariffs are implemented, the Company would incur additional tariff costs that could be material and the Company’s revenue and profitability could be adversely impacted.

In addition to changes in trade policy, the U.S. government has implemented a number of other regulatory, policy and personnel changes, including the elimination, downsizing and reduced funding of certain government agencies and programs and the cancellation or delay of government contracts and research grants. In addition, the U.S. government has changed the composition of and guidance from advisory panels on healthcare practices.

The full impact of the matters noted above on the Company, our customers, end-users and business partners, the overall economy and capital markets remains uncertain. In 2026 within the Biotechnology segment, the Company is assuming that the Bioprocessing sales growth trend will be similar to 2025, including continued growth in consumables driven by monoclonal antibody demand and the Company’s product offerings across the biologics workflow. In the Life Sciences segment, the Company assumes a modest improvement in end markets in 2026 compared to 2025, but anticipates sales growth rates will remain below historical levels given the current macro environment. In the Diagnostics segment, the Company assumes higher sales growth in 2026 compared to 2025 as the Company moves past the peak of headwinds from policy changes in China.

RESULTS OF OPERATIONS

In this report, references to the non-GAAP measure of core sales (also referred to as core revenues or sales/revenues from existing businesses) refer to sales from continuing operations calculated according to generally accepted accounting principles in the United States (“GAAP”) but excluding:

•sales from acquired businesses (as defined below); and

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•the impact of currency translation.

References to sales or operating profit attributable to acquisitions or acquired businesses refer to sales or operating profit, as applicable, from acquired businesses recorded prior to the first anniversary of the acquisition less any sales and operating profit, during the applicable period, attributable to divested product lines not considered discontinued operations. The portion of revenue attributable to currency translation is calculated as the difference between:

•the period-to-period change in revenue (as defined above); and

•the period-to-period change in revenue (as defined above) after applying current period foreign exchange rates to the prior year period.

Core sales growth (decline) should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies. Management believes that reporting this non-GAAP financial measure provides useful information to investors by helping identify underlying growth trends in Danaher’s business and facilitating comparisons of Danaher’s revenue performance with its performance in prior and future periods and to Danaher’s peers. Management also uses this non-GAAP financial measure to measure the Company’s operating and financial performance and as one of the performance measures in the Company’s executive short-term cash incentive program. The Company excludes the effect of currency translation from this measure because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends, and excludes the effect of acquisitions and divestiture-related items because the nature, size, timing and number of acquisitions and divestitures can vary dramatically from period-to-period and between the Company and its peers and can also obscure underlying business trends and make comparisons of long-term performance difficult.

Throughout this discussion, references to sales growth or decline refer to the impact of both price and unit sales and references to productivity improvements generally refer to improved cost efficiencies resulting from the ongoing application of DBS.

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

Sales Growth and Core Sales Growth (Decline)

Total sales growth (GAAP) 3.0 % — %

Impact of:

Acquisitions/divestitures — % (2.0) %

Currency exchange rates (1.0) % 0.5 %

Core sales growth (decline) (non-GAAP) 2.0 % (1.5) %

2025 Sales Compared to 2024

Total sales increased 3.0% on a year-over-year basis in 2025 as core sales increased 2.0% resulting from the factors discussed below by segment. The impact of changes in currency exchange rates increased reported sales by 1.0% on a year-over-year basis primarily due to the impact of the weakening of the U.S. dollar against most other major currencies in 2025. Price increases contributed 0.5% to sales growth on a year-over-year basis and are reflected as a component of core sales growth above.

Operating Profit Performance

Operating profit margins decreased 130 basis points from 20.4% for the year ended December 31, 2024 to 19.1% for the year ended December 31, 2025. The following factors impacted year-over-year operating profit margin comparisons.

2025 vs. 2024 operating profit margin comparisons were unfavorably impacted by:

•2025 impairment charges related to a trade name in each of the Life Sciences and Diagnostics segments, impairment charges related to technology, other intangible assets and a facility in the Biotechnology segment and a facility in the Life Sciences segment, net of impairment charges related to a trade name in each of the Life Sciences and Diagnostics segments in 2024. Refer to Note 10 to the accompanying Consolidated Financial Statements for additional information - 120 basis points

•The impact of currency exchange rates and changes in the Company’s operational and administrative cost structure, net of higher 2025 core sales and the impact of product mix - 30 basis points

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•Incremental dilutive effect in 2025 of acquired businesses and the impact of a product line disposition which did not qualify as discontinued operations - 20 basis points

2025 vs. 2024 operating profit margin comparisons were favorably impacted by:

•2024 loss on the termination of a commercial arrangement in the Diagnostics segment - 25 basis points

•2024 acquisition-related fair value adjustment to inventory related to the acquisition of Abcam plc (“Abcam”) - 10 basis points

•2025 resolution of an acquisition contingency in the Diagnostics segment - 5 basis points

Business Segments

Sales by business segment for the years ended December 31 are as follows ($ in millions):

For information regarding the Company’s sales by geographical region, refer to Note 5 to the accompanying Consolidated Financial Statements.

BIOTECHNOLOGY

The Biotechnology segment offers a broad range of equipment, consumables, software and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines. The 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.

Biotechnology Selected Financial Data

Year Ended December 31

Operating profit as a % of sales 25.6 % 24.9 % 26.6 %

Depreciation as a % of sales 2.0 % 2.2 % 2.3 %

Amortization as a % of sales 12.4 % 12.8 % 12.0 %

Sales Growth (Decline) and Core Sales Growth (Decline)

Total sales growth (decline) (GAAP) 8.0 % (6.0) %

Impact of:

Currency exchange rates (1.5) % 1.5 %

Core sales growth (decline) (non-GAAP) 6.5 % (4.5) %

2025 Sales Compared to 2024

Price increases in the segment contributed 2.0% to sales growth on a year-over-year basis during 2025 as compared with 2024 and are reflected as a component of core sales above.

During 2025, total Biotechnology segment sales increased 8.0% primarily as a result of increased core sales in the bioprocessing business, and to a lesser extent, the impact of currency exchange rates. The year-over-year increase in core sales was led by increased sales of consumables, partially offset by declines in equipment sales. Geographically, the increase in core sales was led by North America and Western Europe.

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The year-over-year core sales increase in the segment was led by high-single digit increases in core sales in the bioprocessing business and was primarily driven by improved consumables demand from large pharmaceutical and CDMO customers, partially offset by lower year-over-year demand for equipment. Core sales in the discovery and medical business decreased year-over-year primarily due to lower demand for protein research equipment in the life science research end-market.

Operating Profit Performance

Operating profit margins increased 70 basis points during 2025 as compared to 2024. The following factors impacted year-over-year operating profit margin comparisons.

2025 vs. 2024 operating profit margin comparisons were favorably impacted by:

•Higher 2025 core sales and the impact of product mix, net of the impact of currency exchange rates and changes in leverage from the Company’s operational and administrative cost structure - 200 basis points

2025 vs. 2024 operating profit margin comparisons were unfavorably impacted by:

•2025 impairment charges related to technology, other intangible assets and a facility - 130 basis points

Amortization of intangible assets as a percentage of sales decreased in 2025 as compared with 2024 due to the increase in sales.

LIFE SCIENCES

The Life Sciences segment offers a broad range of instruments, consumables, services and software that are primarily used by customers to study the basic building blocks of life, including DNA and RNA, nucleic acid, proteins, metabolites and cells, in order to understand the causes of disease, identify new therapies, and test and manufacture new drugs, vaccines and gene editing technologies. 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.

As discussed in Note 10 to the accompanying Consolidated Financial Statements, during the third quarter of 2025, the Company reorganized and integrated 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.

Life Sciences Selected Financial Data

Year Ended December 31

Operating profit as a % of sales 7.1 % 12.0 % 16.9 %

Depreciation as a % of sales 2.5 % 2.3 % 1.8 %

Amortization as a % of sales 8.2 % 7.9 % 6.0 %

Sales Growth and Core Sales Decline

Total sales growth (GAAP) — % 2.5 %

Impact of:

Acquisitions (0.5) % (6.0) %

Currency exchange rates (1.0) % 1.5 %

Core sales decline (non-GAAP) (1.5) % (2.0) %

2025 Sales Compared to 2024

Price increases in the segment contributed 0.5% to the change in sales on a year-over-year basis during 2025 as compared with 2024 and are reflected as a component of core sales above.

During 2025, total segment sales remained flat, as the impact of currency exchange rates and acquisitions were offset by decreased core sales. The year-over-year decrease in total segment core sales was driven by declines in both consumables and equipment sales. Lower funding levels at emerging biotechnology customers and in the academic and government end-markets reduced demand for the segment’s products during the period. Geographically, the core sales decline was led by North America.

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The year-over-year decrease in segment core sales was led by the life science consumables business, primarily in North America, driven by lower demand for the plasmids and mRNA product lines at two large customers and lower funding levels at emerging biotechnology and academic research customers. In the life sciences instruments business, core sales decreased during 2025, as increased demand for consumables was more than offset by decreased demand for equipment. Core sales declines in the microscopy business offset increased core sales in the flow cytometry and lab automation solutions business and the mass spectrometry business. In the filtration business, core sales increased due to increased demand in the microelectronic and aerospace end-markets which more than offset decreased year-over-year demand in energy-related end-markets.

Operating Profit Performance

Operating profit margins declined 490 basis points during 2025 as compared to 2024. The following factors impacted year-over-year operating profit margin comparisons.

2025 vs. 2024 operating profit margin comparisons were unfavorably impacted by:

•2025 impairment charges related to a trade name and a facility, net of an impairment charge related to a trade name in 2024. Refer to Note 10 to the accompanying Consolidated Financial Statements for additional information - 305 basis points

•The impact of changes in leverage from the Company’s operational and administrative cost structure, the impact of product mix, lower 2025 core sales and an increase in costs incurred for productivity improvement actions - 190 basis points

•The incremental dilutive effect in 2025 of acquired businesses - 30 basis points

2025 vs. 2024 operating profit margin comparisons were favorably impacted by:

•2024 acquisition-related fair value adjustment to inventory related to the acquisition of Abcam - 35 basis points

Depreciation and amortization of intangible assets increased as a percentage of sales during 2025 as compared with 2024, primarily as a result of acquisitions.

DIAGNOSTICS

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.

Diagnostics Selected Financial Data

Year Ended December 31

Operating profit as a % of sales 26.7 % 26.8 % 25.1 %

Depreciation as a % of sales 4.1 % 4.0 % 4.0 %

Amortization as a % of sales 1.9 % 2.0 % 2.1 %

Sales Growth and Core Sales Growth

Total sales growth (GAAP) 1.5 % 2.0 %

Impact of:

Divestitures 0.5 % — %

Currency exchange rates (0.5) % 1.0 %

Core sales growth (non-GAAP) 1.5 % 3.0 %

2025 Sales Compared to 2024

Price decreases in the segment of 1.0%, primarily attributable to the volume-based procurement program and healthcare reimbursement changes in China and to a lesser extent, sales promotions, negatively impacted the year-over-year change in sales during 2025 and are reflected as a component of core sales above.

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During 2025, total segment sales increased 1.5% primarily as a result of increased core sales and to a lesser extent, currency exchange rates, net of the impact of divestitures. The increase in segment core sales was primarily driven by increased year-over-year demand for consumables. Geographically, increased core sales in North America and most other major markets were partially offset by decreased core sales in China attributable to the healthcare policy dynamics discussed above.

During the year, core sales in the molecular diagnostics business decreased on a year-over-year basis as increased core sales of non-respiratory tests were more than offset by decreased core sales of respiratory tests. The Company believes that demand for respiratory tests in the second half of 2025 was driven in part by customers purchasing in preparation for the respiratory season and if the respiratory season is less severe than anticipated, demand may be adversely impacted. In the segment’s clinical diagnostics businesses, core sales increased on a year-over-year basis, led by the pathology diagnostics business and, to a lesser extent, the clinical lab and acute care diagnostics businesses. In the clinical lab business, increased sales outside of China, led by North America, more than offset year-over-year declines in China.

Operating Profit Performance

Operating profit margins declined 10 basis points during 2025 as compared to 2024. The following factors impacted year-over-year operating profit margin comparisons.

2025 vs. 2024 operating profit margin comparisons were unfavorably impacted by:

•The impact of changes in leverage from the Company’s operational and administrative cost structure, the impact of currency exchange rates and product mix and an increase in costs incurred for productivity improvement actions, net of higher 2025 core sales - 95 basis points

•2025 impact of a product line disposition which did not qualify as discontinued operations - 15 basis points

2025 vs. 2024 operating profit margin comparisons were favorably impacted by:

•2024 loss on the termination of a commercial arrangement - 60 basis points

•2024 impairment charge related to a trade name, net of a 2025 impairment charge related to a trade name - 30 basis points

•2025 resolution of an acquisition contingency - 10 basis points

COST OF SALES AND GROSS PROFIT

Year Ended December 31

The year-over-year increase in cost of sales during 2025 as compared with 2024 was due primarily to the impact of higher year-over-year sales volumes and the impact of currency exchange rates. The increase in 2025 also reflected $29 million of impairment charges related to facilities in the Biotechnology and Life Sciences segments. These increases were partially offset by a $25 million acquisition-related charge associated with the fair value adjustment to inventory recorded in 2024 in connection with the acquisition of Abcam.

The year-over-year decrease in gross profit margin during 2025 as compared with 2024 was due primarily to the impact of currency exchange rates, tariff costs and the 2025 impairment charges discussed above, net of the net positive impact from the gross profit margin of recent acquisitions, the 2024 acquisition-related charge discussed above and the impact of product mix.

OPERATING EXPENSES

Year Ended December 31

Selling, general and administrative (“SG&A”) expenses (8,235) (7,759) (7,329)

R&D as a % of sales 6.5 % 6.6 % 6.3 %

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SG&A expenses as a percentage of sales increased 100 basis points on a year-over-year basis for 2025 compared with 2024. The year-over-year increase was primarily driven by 2025 impairment charges of $533 million, and to a lesser extent, by a year-over-year increase in costs incurred for productivity improvement actions, partially offset by 2024 impairment charges of $265 million, a 2024 loss on the termination of a commercial arrangement of $56 million, incremental year-over-year cost savings associated with continuing productivity improvement initiatives and cost structure improvements and a 2025 gain of $10 million on the resolution of an acquisition contingency. Refer to Note 10 to the accompanying Consolidated Financial Statements for additional information regarding the impairments.

R&D expenses (consisting principally of internal and contract engineering personnel costs) decreased as a percentage of sales in 2025 as compared with 2024, primarily due to the impact of higher year-over-year sales.

NONOPERATING INCOME (EXPENSE)

Nonoperating income (expense) consists primarily of net unrealized and realized gains and losses resulting from changes in the fair value of the Company’s investments in equity securities and investments in partnerships, the non-service cost components of net periodic benefit costs, gains on the sale of product lines and impairments of equity method investments. Refer to Note 8 to the accompanying Consolidated Financial Statements for additional information.

INTEREST COSTS

Interest expense of $265 million for 2025 was $13 million lower than in 2024, 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.

Interest income of $30 million for 2025 was $87 million lower than in 2024, due to lower average cash balances in 2025 primarily as a result of the use of cash for share repurchases.

For a further description of the Company’s debt and cross-currency swap derivative contracts related to the debt as of December 31, 2025 refer to Notes 13 and 14 to the accompanying Consolidated Financial Statements.

INCOME TAXES

General

Income tax expense and deferred tax assets and liabilities reflect management’s assessment of future taxes expected to be paid on items reflected in the Company’s Consolidated Financial Statements. The Company records the tax effect of discrete items and items that are reported net of their tax effects in the period in which they occur.

The Company’s effective tax rate can be affected by changes in the mix of earnings in countries with different statutory tax rates (including as a result of business acquisitions and dispositions), changes in the valuation of deferred tax assets and liabilities, accruals related to contingent tax liabilities and period-to-period changes in such accruals, the results of audits and examinations of previously filed tax returns (as further discussed below), the expiration of statutes of limitations, the implementation of tax planning strategies, tax rulings, court decisions, settlements with tax authorities, changes in tax laws and regulations, and legislative policy changes that may result from the OECD’s initiative on Base Erosion and Profit Shifting. For a description of the tax treatment of earnings that are planned to be reinvested indefinitely outside the United States, refer to “—Liquidity and Capital Resources—Cash and Cash Requirements” below.

The amount of income taxes the Company pays is subject to ongoing audits by federal, state and non-U.S. tax authorities, which often result in proposed assessments. Management performs a comprehensive review of its global tax positions on a quarterly basis. Based on these reviews, which take into account the results of discussions and resolutions of matters with certain tax authorities and the other factors referenced in the prior paragraph, reserves for contingent tax liabilities are accrued or adjusted as necessary. For a discussion of risks related to these and other tax matters, refer to “Item 1A. Risk Factors”.

Year-Over-Year Changes in the Tax Provision and Effective Tax Rate

Year Ended December 31

Effective tax rate from continuing operations 15.0 % 16.1 % 16.3 %

The Company operates globally, including in certain jurisdictions with lower tax rates than the U.S. federal statutory rate. Therefore, the impact of Danaher’s global operations and benefits from tax credits and incentives contributes to a lower effective tax rate compared to the U.S. federal statutory tax rate. For each period presented, the effective tax rate differs from the U.S. federal statutory rate of 21.0% principally due to the impact of the Company’s global operations, research tax credits, foreign-derived intangible income and aggregate net discrete benefits or charges.

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For the year ended December 31, 2025, the effective tax rate 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%.

For the year ended December 31, 2024, the effective tax rate was reduced by the tax effect from intangible asset impairments in a jurisdiction with a higher statutory tax rate than the Company’s effective tax rate and discrete tax benefits from excess tax benefits from stock-based compensation, the release of reserves for uncertain tax positions due to the expiration of statutes of limitation and changes in estimates related to prior year tax filing positions, net of charges related to changes in estimates associated with prior period uncertain tax positions. These items decreased the reported rate on a net basis by 1.4%.

The Company conducts business globally and files numerous consolidated and separate income tax returns in the U.S. federal and state and non-U.S. jurisdictions. The non-U.S. countries in which the Company has a significant presence include China, Denmark, Germany, Singapore, Sweden, Switzerland and the United Kingdom. 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 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 expects its 2026 effective tax rate to be approximately 17.0% which is higher than the 2025 rate due primarily to the impact of net discrete tax benefits on the 2025 effective tax rate. Any future legislative changes in the U.S. and/or potential tax reform in other jurisdictions could cause the Company’s 2026 effective tax rate to differ from this estimate.

The OECD introduced Global Anti-Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules with new taxing mechanisms under which multi-national entities would pay a minimum level of tax. Numerous countries, including European Union member states, have enacted or are expected to enact related legislation. The Company continues to monitor the impact of these new rules but does not anticipate that they will have a material impact on the Company’s effective tax rate.

On July 4, 2025, the OBBBA was enacted, which includes permanent extensions of most expiring Tax Cuts and Jobs Act (“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.

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Refer to Note 7 to the accompanying Consolidated Financial Statements for additional information related to income taxes.

DISCONTINUED OPERATIONS

As further discussed in Note 3 to the accompanying Consolidated Financial Statements, on September 30, 2023 (the “Distribution Date”), the Company completed the separation (the “Veralto Separation”) of its former Environmental & Applied Solutions business by distributing to Danaher stockholders on a pro rata basis all of the issued and outstanding common stock of Veralto Corporation (“Veralto”), the entity Danaher incorporated to hold such businesses. The accounting requirements for reporting the Veralto Separation as a discontinued operation were met when the Veralto Separation was completed. 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.

In 2023, earnings from discontinued operations, net of income taxes, were $543 million and reflected the operating results of the Veralto businesses prior to the Veralto Separation, net of certain costs associated with the Veralto Separation including costs related to establishing Veralto as a stand-alone entity and related legal, accounting and investment banking fees.

COMPREHENSIVE INCOME

Comprehensive income increased by approximately $4.2 billion in 2025 as compared to 2024, primarily driven by the impact of gains from foreign currency translation adjustments and cash flow hedges in 2025 compared to losses in 2024, partially offset by lower net earnings in 2025 compared to 2024. The Company recorded a foreign currency translation gain of approximately $2.7 billion for 2025 compared to a loss of approximately $1.5 billion for 2024. The foreign currency translation gains recorded in 2025 were primarily driven by the change in the exchange rates between the U.S. dollar and the Swedish krona and the euro. Foreign currency translation adjustments reflect the gain or loss resulting from the impact of the change in currency exchange rates on the Company’s foreign operations as they are translated to the Company’s reporting currency, the U.S. dollar. The Company recorded a pension and postretirement plan benefit gain of $115 million for 2025 compared to a gain of $101 million for 2024. The Company recorded gains from cash flow hedge adjustments related to the Company’s derivative contracts in 2025 of $231 million compared to losses of $113 million in 2024.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company is exposed to market risk from changes in interest rates, currency exchange rates, equity prices and commodity prices as well as credit risk, each of which could impact its Consolidated Financial Statements. The Company generally addresses its exposure to these risks through its normal operating and financing activities. The Company also periodically uses derivative financial instruments to manage currency exchange risks and interest rate risks. In addition, the Company’s broad-based business activities help to reduce the impact that volatility in any particular area or related areas may have on its financial statements as a whole.

Interest Rate Risk

The Company manages interest cost using a mixture of fixed-rate and at times variable-rate debt. A change in interest rates on fixed-rate debt impacts the fair value of the debt but not the Company’s earnings or cash flow because the interest on such debt is fixed. Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. As of December 31, 2025, an increase of 100 basis points in interest rates would have decreased the fair value of the Company’s fixed-rate long-term debt by approximately $1.5 billion.

As of December 31, 2025, the Company had no variable-rate debt obligations. The interest rates of the Company’s commercial paper borrowings are fixed based on short-term market rates at the time of issuance (refer to Note 13 to the accompanying Consolidated Financial Statements for information regarding the Company’s outstanding commercial paper balances as of December 31, 2025). As these shorter duration obligations mature, the Company expects to issue additional short-term commercial paper obligations to refinance all or part of these borrowings, to the extent commercial paper markets are available. As a result, the Company’s primary interest rate exposure results from changes in short-term interest rates. In 2025, the average annual interest rate associated with the Company’s outstanding commercial

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paper borrowings was approximately 2.5%. A hypothetical increase of this average by 100 basis points would have increased the Company’s 2025 interest expense by approximately $11 million.

Refer to Note 14 for discussion of the Company’s cross-currency swap derivative contracts and interest rate swap agreements.

Currency Exchange Rate Risk

The Company faces transactional exchange rate risk from transactions with customers in countries outside the United States and from intercompany transactions between affiliates. Transactional exchange rate risk arises from the purchase and sale of goods and services in currencies other than Danaher’s functional currency or the functional currency of its applicable subsidiary. The Company also faces translational exchange rate risk related to the translation of financial statements of its foreign operations into U.S. dollars, Danaher’s functional currency. Costs incurred and sales recorded by subsidiaries operating outside of the United States are translated into U.S. dollars using exchange rates effective during the respective period. As a result, the Company is exposed to movements in the exchange rates of various currencies against the U.S. dollar. In particular, the Company has more sales in European currencies than it has expenses in those currencies. Therefore, when European currencies strengthen or weaken against the U.S. dollar, operating profits are increased or decreased, respectively. The effect of a change in currency exchange rates on the Company’s net investment in non-U.S. subsidiaries is reflected in the accumulated other comprehensive income (loss) component of stockholders’ equity.

Currency exchange rates positively impacted 2025 reported sales on a year-over-year basis primarily due to the weakening of the U.S. dollar against most major currencies during 2025. Strengthening of the U.S. dollar against other major currencies in 2026 compared to the exchange rates in effect as of December 31, 2025 would adversely impact the Company’s sales and results of operations on an overall basis. Any weakening of the U.S. dollar against other major currencies in 2026 compared to the exchange rates in effect as of December 31, 2025 would positively impact the Company’s sales and results of operations.

The Company has generally accepted the exposure to exchange rate movements without using derivative financial instruments to manage this transactional exchange risk, although the Company has used foreign currency-denominated debt and cross-currency swaps to hedge a portion of its net investments in non-U.S. operations against adverse movements in exchange rates. Both positive and negative movements in currency exchange rates against the U.S. dollar will continue to affect the reported amount of sales and net earnings in the Company’s Consolidated Financial Statements. In addition, the Company has assets and liabilities held in foreign currencies. A 10% depreciation in major currencies relative to the U.S. dollar as of December 31, 2025 would have reduced foreign currency-denominated net assets and stockholders’ equity by approximately $1.9 billion. Refer to Note 14 to the accompanying Consolidated Financial Statements for information regarding the Company’s hedging of a portion of its net investment in non-U.S. operations.

Equity Price Risk

The Company’s investment portfolio from time to time includes publicly-traded equity securities that are sensitive to fluctuations in market price. As of December 31, 2025, the Company held no shares of publicly-traded equity securities, excluding equity-method investments. Additionally, the Company holds non-marketable equity investments in privately held companies that may be impacted by equity price risks. These non-marketable equity investments are accounted for under the Fair Value Alternative method with changes in fair value recorded in earnings. Volatility in the equity markets or other fair value considerations could affect the value of these investments and require losses or gains to be recognized in earnings. Refer to Note 11 to the accompanying Consolidated Financial Statements for additional information regarding the Company’s equity investments.

Commodity Price Risk

For a discussion of risks relating to commodity prices, refer to “Item 1A. Risk Factors.”

Credit Risk

The Company is exposed to potential credit losses in the event of nonperformance by counterparties to its financial instruments. Financial instruments that potentially subject the Company to credit risk consist of cash and temporary investments, receivables from customers and derivatives. The Company places cash and temporary investments with various high-quality financial institutions throughout the world and exposure is limited at any one institution. Although the Company typically does not obtain collateral or other security to secure these obligations, it does regularly monitor the third-party depository institutions that hold its cash and cash equivalents. The Company’s emphasis is primarily on safety and liquidity of principal and secondarily on maximizing yield on those funds.

In addition, concentrations of credit risk arising from receivables from customers are limited due to the diversity of the Company’s customers. The Company’s businesses perform credit evaluations of their customers’ financial conditions as deemed appropriate and also obtain collateral or other security when deemed appropriate.

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The Company enters into derivative transactions infrequently and typically with high-quality financial institutions, so that exposure at any one institution is limited.

LIQUIDITY AND CAPITAL RESOURCES

Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. The Company continues to generate substantial cash from operating activities and believes that its operating cash flow, cash on hand and other sources of liquidity will be sufficient to allow it to continue investing in existing businesses (including capital expenditures), consummating strategic acquisitions and investments, paying interest and servicing debt, paying dividends and funding restructuring activities, as well as to repurchase common stock when deemed appropriate and manage its capital structure on a short-term and long-term basis.

The Company has relied primarily on borrowings under its commercial paper program to address liquidity requirements that exceed the capacity provided by its operating cash flows and cash on hand, while also accessing the capital markets from time to time including to secure financing for more significant acquisitions or to take advantage of favorable interest rate environments or other market conditions. Subject to any limitations that may result from market disruptions, the Company anticipates following the same approach in the future.

Overview of Cash Flows and Liquidity

Following is an overview of the Company’s cash flows and liquidity for the years ended December 31:

Cash paid for acquisitions $ — $ (558) $ (5,610)

Payments for additions to property, plant and equipment (1,156) (1,392) (1,383)

Proceeds from sales of property, plant and equipment 33 13 12

Payments for purchases of investments (127) (331) (172)

Proceeds from sales of investments 12 253 61

Proceeds from sale of product line 9 — —

All other investing activities 33 34 44

Total investing cash used in discontinued operations — — (33)

Net cash used in investing activities $ (1,196) $ (1,981) $ (7,081)

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)

Cash distributions to Veralto Corporation, net — — (427)

Net cash used in financing activities $ (2,961) $ (8,385) $ (273)

As of December 31, 2025, the Company held approximately $4.6 billion of cash and cash equivalents.

Operating Activities

Cash flows from operating activities can fluctuate significantly from period-to-period as working capital needs and the timing of payments for income taxes, restructuring activities and productivity improvement initiatives, pension funding and other items impact reported cash flows.

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Operating cash flows from continuing operations were approximately $6.4 billion for 2025, a decrease of $272 million, or 4%, as compared to 2024. The year-over-year change in operating cash flows from 2024 to 2025 was primarily attributable to the following factors:

•2025 operating cash flows from continuing operations reflected a decrease of $299 million in net earnings from continuing operations in 2025 as compared to 2024.

•Net earnings from continuing operations for 2025 also included $548 million higher year-over-year noncash charges for impairments, unrealized investment gains/losses, intangible asset amortization and depreciation and stock compensation expense in 2025 as compared to 2024, net of a year-over-year decrease in amortization of an acquisition-related inventory step-up and a 2025 pretax gain on the sale of a product line. Amortization expense primarily relates to the amortization of intangible assets and inventory fair value adjustments. Depreciation expense relates to both the Company’s manufacturing and operating facilities as well as instrumentation leased to customers under operating-type lease (“OTL”) arrangements. Depreciation, amortization, impairments and stock compensation are noncash expenses that decrease earnings without a corresponding impact to operating cash flows. Unrealized investment gains/losses impact net earnings from continuing operations without immediately impacting cash flows as the cash flow impact from investments occurs when the invested capital is returned to the Company.

•The aggregate of trade accounts receivable, inventories and trade accounts payable used $265 million in operating cash flows from continuing operations during 2025, compared to $497 million of operating cash flows generated in 2024. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories and trade accounts payable depends upon how effectively the Company manages the cash conversion cycle, which effectively represents the number of days that elapse from the day it pays for the purchase of raw materials and components to the collection of cash from its customers and can be significantly impacted by the timing of collections and payments in a period.

•The aggregate of prepaid expenses and other assets, deferred income taxes and accrued expenses and other liabilities used $454 million in operating cash flows during 2025, compared to $695 million used in 2024. The timing of cash payments and refunds for taxes and the impact of deferred tax benefits and charges, various employee-related liabilities, customer funding and accrued expenses drove the majority of this change.

Investing Activities

Cash flows relating to investing activities consist primarily of cash used for capital expenditures, including instruments leased to customers, acquisitions, investments and cash proceeds from divestitures of businesses or assets.

Net cash used in investing activities was approximately $1.2 billion during 2025 compared to approximately $2.0 billion of net cash used in 2024. The decrease in net cash used in 2025 compared to 2024 was primarily a result of a decrease in cash paid for acquisitions and purchases of capital expenditures and investments, partially offset by lower proceeds from the sales of investments.

Acquisitions, Divestitures and Investment Activity

For a discussion of the Company’s acquisitions and divestitures refer to “—Overview” and Notes 2 and 3 to the accompanying Consolidated Financial Statements. In addition, in 2025 and 2024, the Company invested $127 million and $331 million, respectively, in non-marketable equity securities and partnerships and received $12 million and $253 million, respectively, from the sale of non-marketable equity securities and partnerships.

Capital Expenditures

Though the relative significance of particular categories of capital investment can change from period to period, capital expenditures are typically made for increasing manufacturing capacity, the manufacture of instruments that are used in OTL arrangements, replacing equipment, purchasing buildings, supporting new product development and improving information technology systems. Capital expenditures totaled approximately $1.2 billion and $1.4 billion in 2025 and 2024, respectively.

In 2025 and 2024, the Company recorded amounts related to government assistance that offset operating expenses of $50 million and $43 million, respectively, and purchases of property, plant and equipment of $107 million and $198 million, respectively. Property, plant and equipment purchased using funds provided by governments are recorded net of government assistance.

Financing Activities

Cash flows from financing activities consist primarily of cash flows associated with the issuance and repayments of commercial paper, issuance and repayment of long-term debt, borrowings under committed credit facilities, issuance and

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repurchases of common stock, issuance of preferred stock, payments of cash dividends to shareholders and proceeds from the Veralto Separation. Financing activities used cash of approximately $3.0 billion during 2025 compared to approximately $8.4 billion of cash used during 2024. The year-over-year decrease in cash used by financing activities was due primarily to lower repurchases of the Company’s common stock in 2025 compared to 2024, as well as higher long-term borrowings in 2025 compared to 2024 and lower repayments of borrowings, partially offset by higher dividend payments in 2025 compared to 2024. In 2026, the Company anticipates paying approximately $24 million of excise tax related to the 2025 share repurchases.

Total debt was approximately $18.4 billion and $16.0 billion as of December 31, 2025 and 2024, respectively, including notes payable and current portion of long-term debt of $2 million and $505 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company had the ability to incur approximately $3.9 billion of additional indebtedness in direct borrowings or under the Company’s outstanding commercial paper facilities based on the amounts available under the Company’s $5.0 billion unsecured, multiyear revolving credit facility (“Credit Facility”) which were not being used to backstop outstanding commercial paper balances. As of December 31, 2025, the Company has classified approximately $3.5 billion of its borrowings outstanding under the euro-denominated commercial paper program, the 2026 Biopharma Euronotes and the 2026 Euronotes as long-term debt in the Consolidated Balance Sheet as the Company has the intent and ability, as supported by availability under the Credit Facility, to refinance these borrowings for at least one year from the balance sheet date. As commercial paper obligations mature, the Company expects to issue additional short-term commercial paper obligations to refinance all or part of these borrowings, to the extent commercial paper markets are available.

Under the Company’s U.S. dollar and euro-denominated commercial paper program, 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 measured by reference to the Secured Overnight Financing Rate or Euro Interbank Offer Rate, depending on the applicable currency of the borrowing.

On October 10, 2025, DH Switzerland Finance S.a.r.l., a wholly-owned finance subsidiary of the Company, completed an underwritten offering of Swiss franc-denominated bonds (“Swiss Bonds”) and 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). Refer to Note 13 to the accompanying Consolidated Financial Statements for additional information regarding the Company’s financing activities and indebtedness, including the Company’s outstanding debt as of December 31, 2025, and the Company’s commercial paper program and Credit Facility. As of December 31, 2025, the Company was in compliance with all of its respective debt covenants.

Shelf Registration Statement

The Company has filed a “well-known seasoned issuer” shelf registration statement on Form S-3 with the SEC that registers an indeterminate amount of debt securities, common stock, preferred stock, warrants, depositary shares, purchase contracts and units for future issuance. The Company expects to use net proceeds realized by the Company from future securities sales off this shelf registration statement for general corporate purposes, including without limitation repayment or refinancing of debt or other corporate obligations, acquisitions, capital expenditures, share repurchases, dividends and/or working capital.

Stock Repurchase Program

Please see Note 18 to the accompanying Consolidated Financial Statements for a description of the Company’s stock repurchase programs and repurchases of common stock.

Dividends

The Company declared a regular quarterly cash dividend of $0.32 per share of Company common stock that was paid on January 30, 2026 to holders of record on December 26, 2025. Aggregate 2025 and 2024 cash payments for dividends on Company common stock were $878 million and $768 million, respectively. The year-over-year increase in dividend payments in 2025 primarily related to an increase in the quarterly dividend rate on common stock beginning with the dividend paid in the second quarter of 2025, partially offset by lower average common stock outstanding.

Cash and Cash Requirements

As of December 31, 2025, the Company held approximately $4.6 billion of cash and cash equivalents that were on deposit with financial institutions or invested in highly liquid investment-grade debt instruments with a maturity of 90 days or less with an approximate weighted average annual interest rate of 1.6%. Of the cash and cash equivalents, approximately $1.4 billion was held within the U.S. and approximately $3.2 billion was held outside of the U.S. The Company will continue to have cash requirements to support general corporate purposes, which may include working capital needs, capital expenditures, acquisitions and investments, paying interest and servicing debt, paying taxes and any related

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interest or penalties, funding its restructuring activities and pension plans as required, paying dividends to shareholders, repurchasing shares of the Company’s common stock and supporting other business needs.

The Company generally intends to use available cash and internally generated funds to meet these cash requirements, but in the event that additional liquidity is required, the Company may also borrow under its commercial paper programs (if available) or borrow under the Company’s Credit Facility, enter into new credit facilities and either borrow directly thereunder or use such credit facilities to backstop additional borrowing capacity under its commercial paper programs (if available) and/or access the capital markets. The Company also may from time to time seek to access the capital markets to take advantage of favorable interest rate environments or other market conditions.

While repatriation of some cash held outside the U.S. may be restricted by local laws, most of the Company’s foreign cash could be repatriated to the U.S. Following enactment of the TCJA, in general, repatriation of cash to the U.S. can be completed with no material incremental U.S. tax; however, repatriation of cash could subject the Company to non-U.S. taxes on distributions. The cash that the Company’s non-U.S. subsidiaries hold for indefinite reinvestment is generally used to finance non-U.S. operations and investments, including acquisitions. The income taxes, if any, that would be applicable to the repatriation of such earnings (including basis differences in our non-U.S. subsidiaries) are not readily determinable. As of December 31, 2025, management believes that the Company has sufficient sources of liquidity to satisfy its cash needs, including its cash needs in the U.S.

During 2025, the Company contributed $9 million to its U.S. defined benefit pension plans and $41 million to its non-U.S. defined benefit pension plans. During 2026, the Company’s cash contribution requirements for its U.S. and its non-U.S. defined benefit pension plans are forecasted to be approximately $8 million and $41 million, respectively. The ultimate amounts to be contributed depend upon, among other things, 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.

Contractual and Other Obligations

For a description of the Company’s debt and lease obligations, commitments, and litigation and contingencies, refer to Notes 9, 13, 16 and 17 to the accompanying Consolidated Financial Statements.

Legal Proceedings

Refer to Note 17 to the accompanying Consolidated Financial Statements for information regarding legal proceedings and contingencies, and for a discussion of risks related to legal proceedings and contingencies, refer to “Item 1A. Risk Factors.”

CRITICAL ACCOUNTING ESTIMATES

Management’s discussion and analysis of the Company’s financial condition and results of operations is based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements 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 and judgments on historical experience, the current economic environment and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ materially from these estimates and judgments.

The Company believes the following accounting estimates are most critical to an understanding of its financial statements. Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions about material matters that are uncertain at the time the estimate is made, and (2) material changes in the estimate are reasonably likely from period-to-period. For a detailed discussion on the application of these and other accounting estimates, refer to Note 1 to the accompanying Consolidated Financial Statements.

Acquired Intangibles—The Company’s business acquisitions typically result in the recognition of goodwill, developed technology and other intangible assets, which affect the amount of future period amortization expense and possible impairment charges that the Company may incur. The fair values of acquired intangibles are determined using information available near the acquisition date 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. Refer to Notes 1, 2 and 10 to the accompanying Consolidated Financial Statements for a description of the Company’s policies relating to goodwill, acquired intangibles and acquisitions.

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In performing its goodwill impairment testing, the Company estimates the fair value of its reporting units primarily using a market-based approach as well as an income approach in certain instances to corroborate value. The market-based approach relies on current trading multiples of forecasted EBITDA for companies operating in businesses similar to each of the Company’s reporting units to calculate an estimated fair value of each reporting unit, in addition to recent available market sale transactions of comparable businesses. In evaluating the estimates derived by the market-based approach, management makes judgments about the relevance and reliability of the multiples by considering factors unique to its reporting units, including operating results, business plans, economic projections, anticipated future cash flows, and transactions and marketplace data as well as judgments about the comparability of the market proxies selected. 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. The amount and timing of future cash flows is based on operational budgets, long range strategic plans and other estimates. The terminal value growth rate reflects management’s judgment of stable, perpetual growth of the applicable reporting unit. Estimates of market-participant risk-adjusted weighted average cost of capital is used as a basis for determining the discount rates to apply to the reporting unit’s future expected cash flows. There are inherent uncertainties related to these assumptions and management’s judgment in applying them to the analysis of goodwill impairment.

The Company reviews identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred for finite-lived intangibles requires a comparison of the carrying amount of the group to the sum of undiscounted cash flows expected to be generated by the asset group. These analyses require management to make judgments and estimates about future revenues, expenses, market conditions and discount rates related to these assets. 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. Determining whether an impairment loss occurred for indefinite-lived intangible assets involves calculating the fair value of the indefinite-lived intangible assets and comparing the fair value to their carrying value. In addition, the Company reviews the useful lives for intangible assets and whether events or changes in circumstances indicate that an indefinite life may no longer be appropriate. If the fair value is less than the carrying value, the difference is recorded as an impairment loss.

The Company estimates the fair value of acquired trade names through the use of a relief from royalty method, which values an indefinite-lived intangible asset by estimating the royalties saved through the ownership of an asset. Under this method, an owner of an indefinite-lived intangible asset determines the arm’s length royalty that likely would have been charged if the owner had to license the asset from a third party. The royalty rate, which is based on the estimated rate applied against forecasted sales, is tax-effected and discounted to present value using a discount rate commensurate with the relative risk of achieving the cash flow attributable to the asset. Management judgment is necessary to determine key assumptions, including revenue growth rates, terminal revenue growth rates, royalty rates and discount rates. As further described in Note 10 to the accompanying Consolidated Financial Statements, in connection with the decision to reorganize and integrate certain genomics consumables businesses in the Life Sciences operating segment, the Company recorded a noncash impairment charge of $432 million pretax ($328 million after-tax) for the year ended December 31, 2025 related to a trade name which is included in SG&A expenses in the Consolidated Statement of Earnings. Following these impacts, if the fair values of the trade name declined by 10%, the Company estimates it would record additional impairment charges of $8 million.

Goodwill is evaluated for impairment on a reporting unit basis. Reporting units resulting from recent acquisitions generally present the highest risk of impairment. Management believes the impairment risk associated with these reporting units generally decreases as these businesses are integrated into the Company and better positioned for potential future earnings growth. The Company’s reorganization and integration of certain businesses in the Life Sciences operating segment at the beginning of the third quarter of 2025, as described above, changed two of its five goodwill reporting units and triggered a goodwill impairment analysis. The Company performed goodwill impairment analyses prior to, and after, the change in reporting units and in both instances, the fair values of the Company’s reporting units exceeded their carrying values and consequently did not result in an impairment charge. In the test of the prior reporting units, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for each of the previous reporting units as of the beginning of the third quarter of 2025 testing date ranged from approximately 30% to approximately 365%. The excess of the estimated fair value over carrying value for each of the Company’s current reporting units (after the change of reporting units) as of the beginning of the third quarter testing date ranged from approximately 40% to approximately 365%.

As of December 31, 2025, the Company had five reporting units for goodwill impairment testing. The Company’s annual goodwill impairment analysis as of the first day of the Company’s fourth quarter of 2025 indicated that in all instances, the fair values of the Company’s reporting units exceeded their carrying values and consequently did not result in an impairment charge. The excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for each of the Company’s reporting units as of the annual testing date ranged from approximately 20% to approximately 390%. To evaluate the sensitivity of the fair value calculations used in the goodwill impairment test, the Company applied a hypothetical 10% decrease to the fair values of each reporting unit and compared

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those hypothetical values to the reporting unit carrying values. Based on this hypothetical 10% decrease, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for each of the Company’s reporting units ranged from approximately 10% to approximately 340%. The reporting unit with an excess of the estimated fair value over carrying value of 20% (and 10% under the sensitivity test) had a carrying value of approximately $10.1 billion. The decrease in the excess of the estimated fair value over carrying value from the Company’s third quarter of 2025 goodwill impairment test to the annual 2025 tests for this reporting unit reflects the current business performance outlook and trading multiples for companies operating in businesses similar to the Company’s reporting unit.

While the Company believes that the estimates and judgments used in performing the impairment tests are reasonable, if actual results are not consistent with management’s estimates and assumptions or if future trading multiples for companies operating in businesses similar to the Company’s reporting units decline, goodwill and other intangible assets may be overstated and a charge would need to be taken against net earnings which would adversely affect the Company’s financial statements.

Contingent Liabilities—As discussed in “Item 3. Legal Proceedings” and Note 17 to the accompanying Consolidated Financial Statements, the Company is, from time to time, subject to a variety of litigation and similar contingent liabilities incidental to its business (or the business operations of previously owned entities). The Company recognizes a liability for any legal contingency or contract settlement expense that is known or probable of occurrence and reasonably estimable. These assessments require judgments concerning matters such as litigation developments and outcomes, the anticipated outcome of negotiations, the number of future claims and the cost of both pending and future claims. In addition, because most contingencies are resolved over long periods of time, liabilities may change in the future due to various factors, including those discussed in Note 17 to the accompanying Consolidated Financial Statements. If the reserves established by the Company with respect to these contingent liabilities are inadequate, the Company 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 financial statements.

Income Taxes—For a description of the Company’s income tax accounting policies, refer to Notes 1 and 7 to the accompanying Consolidated Financial Statements. The Company establishes valuation allowances for its deferred tax assets if it is more likely than not that some or all of the deferred tax asset will not be realized. This requires management to make judgments and estimates regarding: (1) the timing and amount of the reversal of taxable temporary differences, (2) expected future taxable income and (3) the impact of tax planning strategies. Future changes to tax rates would also impact the amounts of deferred tax assets and liabilities and could have an adverse impact on the Company’s financial statements.

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.

In addition, certain of the Company’s tax returns are currently under review by tax authorities including in Denmark and the United States (refer to “—Results of Operations—Income Taxes” and Note 7 to the accompanying Consolidated Financial Statements). Management believes the positions taken in these returns are in accordance with the relevant tax laws and does not expect the resolution of these matters to have a future material adverse impact to the Company’s financial statements, including its cash flows and effective tax rate. However, the outcome of these audits is uncertain.

An increase of 1.0% in the Company’s 2025 nominal tax rate would have resulted in an additional income tax provision for continuing operations for the year ended December 31, 2025 of $42 million.

Valuation of Investments in Equity Securities—For a description of the Company’s investments in equity securities and partnerships refer to Notes 1, 8 and 11 to the accompanying Consolidated Financial Statements. The Company invests in publicly-traded securities, non-marketable securities of early-stage companies and equity method investments, including partnerships that invest primarily in early-stage companies.

Investments in early-stage companies have significant risks, including uncertainty regarding the investee company’s ability to successfully develop new technologies and services, bring these new technologies and services to market and gain market acceptance, maintain adequate capitalization and access to cash or other forms of liquidity, and retain critical management personnel. Refer to “Item 1A. Risk Factors” for a further discussion of the risks related to investing in early-stage companies.

The Company’s investments in publicly traded securities are measured at fair value based on quotes in active markets. For investments in non-marketable equity securities where the Company does not have influence over the investee, the Company has elected the measurement alternative and records these investments at cost and adjusts the carrying value

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for impairments and observable price changes with a same or similar security from the same issuer adjusted to reflect the specific rights and preferences of the securities, if applicable. Valuations of non-marketable equity securities are complex and require judgment due to the absence of market prices, lack of liquidity and the risks inherent in early-stage companies. The uncertainty in the process of valuing securities for which a ready market does not exist may cause our estimated values of these securities to differ significantly from the values that would have been derived had a ready market for the securities existed, and those differences could be material.

The Company accounts for its investments in the partnerships using the equity method. Accordingly, the investments are initially recorded at cost and adjusted each period for the Company’s share of the partnership’s income or loss and distributions received. The partnerships’ investments are recorded by the partnerships on an estimated fair value basis and pose the same risks and require the same valuation judgments discussed above. As a result, changes in the value of investments in the partnership will have a direct impact on the Company’s earnings. Impairment losses for the partnerships are recognized to reduce the investment’s carrying value to its fair value if there is a decline in fair value below carrying value that is considered to be other-than-temporary. To determine whether there is an other-than-temporary impairment, the Company uses qualitative and quantitative valuation methods.

Realized and unrealized gains and losses for these investments in equity securities and partnerships are recorded in other income (expense), net, in the Consolidated Statements of Earnings. A 10% decrease in the carrying value of the Company’s investments in equity securities and partnerships as of December 31, 2025 would result in a loss of approximately $153 million.

NEW ACCOUNTING STANDARDS

For a discussion of the new accounting standards impacting the Company, refer to Note 1 to the accompanying Consolidated Financial Statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is included under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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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.

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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

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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.

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Uncertain Tax Positions

/s/ Ernst & Young LLP

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

Tysons, Virginia

February 24, 2026

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DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

($ in millions, except per share amount)

As of December 31

ASSETS

Current assets:

Prepaid expenses and other current assets 1,739 1,552

Property, plant and equipment, net 5,531 4,990

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Notes payable and current portion of long-term debt $ 2 $ 505

Accrued expenses and other liabilities 4,961 4,540

Stockholders’ equity:

Accumulated other comprehensive income (loss) (207) (3,218)

Noncontrolling interests 7 7

Total liabilities and stockholders’ equity $ 83,464 $ 77,542

See the accompanying Notes to the Consolidated Financial Statements.

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DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

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

Year Ended December 31

Operating costs:

Selling, general and administrative expenses (8,235) (7,759) (7,329)

Nonoperating income (expense):

Other income (expense), net (222) (56) (175)

Earnings from continuing operations before income taxes 4,233 4,646 5,044

Earnings from discontinued operations, net of income taxes 14 — 543

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:

Net earnings per common share from discontinued operations:

Net earnings per common share:

Average common stock and common equivalent shares outstanding:

See the accompanying Notes to the Consolidated Financial Statements.

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DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($ in millions)

Year Ended December 31

Other comprehensive income (loss), net of income taxes:

Foreign currency translation adjustments 2,665 (1,458) 215

Pension and postretirement plan benefit adjustments 115 101 (51)

Cash flow hedge adjustments 231 (113) (14)

Total other comprehensive income (loss), net of income taxes 3,011 (1,470) 150

See the accompanying Notes to the Consolidated Financial Statements.

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DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

($ in millions)

Year Ended December 31

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:

Acquisition of noncontrolling interests — 3 —

Distribution of Veralto Corporation — — (10)

Treasury stock:

Repurchase of common stock, including excise tax (3,112) (6,039) —

Common stock-based award activity (78) (105) (86)

Retained earnings:

Common stock dividends declared (911) (785) (773)

Mandatory Convertible Preferred Stock dividends declared — — (21)

Distribution of Veralto Corporation — — (2,101)

Accumulated other comprehensive income (loss):

Distribution of Veralto Corporation — — 974

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

See the accompanying Notes to the Consolidated Financial Statements.

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DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in millions)

Year Ended December 31

Cash flows from operating activities:

Less: earnings from discontinued operations, net of income taxes (14) — (543)

Noncash items:

Amortization of acquisition-related inventory fair value step-up — 25 8

Investment losses, pretax gain on sale of product line and other 228 57 182

Change in deferred income taxes (440) (483) (1,204)

Change in trade accounts receivable, net (216) 331 322

Change in trade accounts payable 9 19 (149)

Change in prepaid expenses and other assets (55) 274 419

Change in accrued expenses and other liabilities 41 (486) (43)

Total operating cash provided by continuing operations 6,416 6,688 6,490

Total operating cash provided by discontinued operations — — 674

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 equipment 33 13 12

Payments for purchases of investments (127) (331) (172)

Proceeds from sales of investments 12 253 61

Proceeds from sale of product line 9 — —

All other investing activities 33 34 44

Total investing cash used in discontinued operations — — (33)

Net cash used in investing activities (1,196) (1,981) (7,081)

Cash flows from financing activities:

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)

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 equivalents 278 (108) 59

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.

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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

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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):

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:

Category Useful Life

Buildings 30 - 40 years

Machinery and equipment 3 – 20 years

Customer-leased equipment 5 – 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):

Land and improvements $ 233 $ 230

Gross property, plant and equipment 10,298 9,091

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

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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

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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.

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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.

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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.

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

Trade accounts receivable $ 15 $ 86

Inventories 1 94

Property, plant and equipment 13 158

Trade accounts payable (2) (32)

Deferred tax liabilities (59) (519)

Other assets and liabilities, net 16 (49)

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):

Net earnings from continuing operations 3,600 3,907

Diluted net earnings per common share from continuing operations 5.03 5.30

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.

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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):

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 taxes 731

Income tax expense (188)

Earnings from discontinued operations, net of income taxes $ 543

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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):

Numerator:

Net earnings from continuing operations $ 3,600 $ 3,899 $ 4,221

MCPS dividends — — (21)

Denominator:

Weighted average common shares outstanding used in Basic EPS 712.7 731.0 736.5

Incremental common shares from:

Weighted average common shares outstanding used in Diluted EPS 716.1 737.2 743.1

Basic EPS from continuing operations $ 5.05 $ 5.33 $ 5.70

Diluted EPS from continuing operations $ 5.03 $ 5.29 $ 5.65