DANAHER CORP /DE/ - Quarter Report: 2025 June (Form 10-Q)

Common stock:Balance, beginning and end of period$ $ $ $ Additional paid-in capital:Balance, beginning of period$ $ $ $ Common stock-based award activity Acquisition of controlling interests Balance, end of period$ $ $ $ Treasury stock:Balance, beginning of period$()$()$()$()Repurchase of common stock, including excise tax ()()()Common stock-based award activity()()()()Balance, end of period$()$()$()$()Retained earnings:Balance, beginning of period$ $ $ $ Net earnings Common stock dividends declared()()()()Balance, end of period$ $ $ $ Accumulated other comprehensive income (loss):Balance, beginning of period$()$()$()$()Other comprehensive income (loss) ()Balance, end of period$()$()$()$()Noncontrolling interests:Balance, beginning of period$ $ $ $ Noncash items:Depreciation Amortization of intangible assets Amortization of acquisition-related inventory fair value step-up Stock-based compensation expense Investment losses and pretax gain on sale of product line Impairment charges Change in trade accounts receivable, net Change in inventories()()Change in trade accounts payable()()Change in prepaid expenses and other assets() Change in accrued expenses and other liabilities()()Net cash provided by operating activities Cash flows from investing activities:Cash paid for acquisitions ()Payments for additions to property, plant and equipment()()Proceeds from sales of property, plant and equipment Payments for purchases of investments()()Proceeds from sales of investments Proceeds from sale of product line All other investing activities Total cash used in investing activities()()Cash flows from financing activities:Proceeds from the issuance of common stock in connection with stock-based compensation, net Payment of dividends()()Net borrowings (maturities longer than 90 days) Net (repayments of) proceeds from borrowings (maturities of 90 days or less)() Net repayments of borrowings (maturities longer than 90 days) ()

NOTE 4.

$ $ $ Western Europe

Other developed markets(b)

High-growth markets(c)

Total$ $ $ $ Revenue type:Recurring$ $ $ $ Nonrecurring Total$ $ $ $ For the Three-Month Period Ended June 28, 2024:Geographical region:

North America(a)

$ $ $ $ Western Europe

Other developed markets(b)

High-growth markets(c)

Total$ $ $ $ Revenue type:Recurring$ $ $ $ Nonrecurring Total$ $ $ $

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$ $ $ Western Europe

Other developed markets(b)

High-growth markets(c)

Total$ $ $ $ Revenue type:Recurring$ $ $ $ Nonrecurring Total$ $ $ $ For the Six-Month Period Ended June 28, 2024:Geographical region:

North America(a)

$ $ $ $ Western Europe

Other developed markets(b)

High-growth markets(c)

Total$ $ $ $ Revenue type:Recurring$ $ $ $ Nonrecurring Total$ $ $ $

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

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

(c) The Company defines high-growth markets as developing markets of the world experiencing accelerated growth, over extended periods, in gross domestic product and infrastructure which include Eastern Europe, the Middle East, Africa, Latin America (including Mexico) and Asia (with the exception of Japan, Australia and New Zealand). The Company defines developed markets as all markets of the world that are not high-growth markets.

The Company’s products and services primarily consist of life sciences research, biopharmaceutical drug production and medical diagnostic products and services. The Company sells equipment to customers as well as consumables, software and services, some of which customers purchase on a recurring basis. Consumables sold for use with the equipment sold by the Company are typically critical to the use of the equipment and are typically used on a one-time or limited basis, requiring frequent replacement in the customer’s operating cycle. Examples of these consumables include reagents used in diagnostic tests, chromatography resins used for research and bioprocessing and filters used in filtration, separation and purification processes. Additionally, some of the Company’s consumables are used on a standalone basis, such as custom nucleic acids, genomics solutions, antibodies and immunoassays. The Company separates its goods and services between those typically sold to a customer on a recurring basis and those typically sold to a customer on a nonrecurring basis. Recurring revenue includes revenue from consumables (both used with Company equipment and used on a standalone basis), services and operating-type leases (“OTLs”). Nonrecurring revenue includes sales of equipment and sales-type leases (“STLs”). OTLs and STLs are included in the above revenue amounts. For the three-month periods ended June 27, 2025 and June 28, 2024, lease revenue was $ million and $ million, respectively. For the six-month periods ended June 27, 2025 and June 28, 2024, lease revenue was $ million and $ million, respectively.

Remaining performance obligations related to Topic 606, Revenue from Contracts with Customers, represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. As of June 27, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ billion. The Company expects to recognize revenue on approximately % of the remaining performance obligations over the next months, % over the subsequent months, and the remainder recognized thereafter.

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billion and $ billion, respectively, and are included within accrued expenses and other liabilities and other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. The increase in the contract liability balance during the six-month period ended June 27, 2025 was primarily a result of cash payments received in advance of satisfying performance obligations, partially offset by amounts recognized as revenue. Revenue recognized during the six-month periods ended June 27, 2025 and June 28, 2024 that was included in the contract liability balance on December 31, 2024 and December 31, 2023 was $ million and $ million, respectively.

NOTE 5.

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

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

The table below reconciles segment sales to segment operating profit with the expense categories presented reflecting the expenses that the Company has determined to be significant segment expenses. Significant segment expenses are the expense category details regularly provided to the CODM to allocate resources to the segments and to evaluate segment performance.

$ $ $ $ Less:Depreciation()()()()()Amortization of intangible assets()()() ()

Impairments(b)

() ()

Other segment expenses(c)

()()()()()Operating profit (loss)$ $()$ $()$ For the Three-Month Period Ended June 28, 2024:Sales$ $ $ $ $ Less:Depreciation()()()()()Amortization of intangible assets()()() ()

Other segment expenses(c)

()()()()()Operating profit (loss)$ $ $ $()$

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$ $ $ $ Less:Depreciation()()()()()Amortization of intangible assets()()() ()

Impairments(b)

()() ()

Other segment expenses(c)

()()()()()Operating profit (loss)$ $()$ $()$ For the Six-Month Period Ended June 28, 2024:Sales$ $ $ $ $ Less:Depreciation()()()()()Amortization of intangible assets()()() ()

Other segment expenses(c)

()()()()()Operating profit (loss)$ $ $ $()$

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

(b) For information on the impairments, refer to Note 8.

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

The following table presents identifiable assets as of June 27, 2025 and December 31, 2024 ($ in millions):


	June 27, 2025	December 31, 2024
Identifiable assets:
Biotechnology	$	$
Life Sciences
Diagnostics
Other
Total	$	$

The following table presents capital expenditures for the three and six-month periods ended June 27, 2025 and June 28, 2024 ($ in millions):

Three-Month Period Ended

Six-Month Period Ended

June 27, 2025

June 28, 2024

June 27, 2025

June 28, 2024

Capital expenditures:

Biotechnology

Life Sciences

Diagnostics

Adjustments due to finalization of purchase price allocations

Foreign currency translation and other

Balance, June 27, 2025

The carrying value of goodwill by segment is summarized as follows ($ in millions):


	June 27, 2025	December 31, 2024
Biotechnology	$	$
Life Sciences
Diagnostics
Total	$	$

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million pretax ($ million after-tax) related to the trade name for the three and six-months ended June 27, 2025, which is included in selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings. The amount of the impairment was primarily attributable to the conclusion that the trade name was no longer indefinite-lived, as well as, by current lower levels of demand in the genomics market, including at emerging biotechnology customers and at two large customers. After recognition of the impairment, the remaining net book value of the trade name was $ million as of June 27, 2025 and will be amortized over the asset’s remaining useful life of . The Company continues to monitor for any changes to the business performance or key assumptions.

In connection with the trade name impairment, the Company also tested the related long-lived asset group and the related reporting unit goodwill for impairment as of June 27, 2025, and in both cases the Company identified impairment.

The reorganization of the Life Sciences segment resulted in a change to the businesses included in of the Company’s reporting units for goodwill beginning at the start of the third quarter of 2025. The Company used the relative fair value method to reallocate goodwill between the impacted reporting units within the Life Sciences segment. The Company performed the quantitative goodwill impairment analysis immediately prior to and following the change in the reporting units. As of the date of the impairment tests, the carrying value of the goodwill included in each individual reporting unit ranged from approximately $ billion to $ billion for both the previous reporting units and for the current reporting units (after the changes within Life Sciences). impairments of goodwill were identified in either of the impairment evaluations before or immediately after the change in reporting units. The factors used by management in its impairment analysis are inherently subject to uncertainty. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may not be recoverable and a charge would need to be taken against net earnings.

During the six-month period ended June 27, 2025, the Company recorded a $ million impairment related to a facility in the Biotechnology segment.

NOTE 9.

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$ $ $ $ $ $ $ Cross-currency swap derivative contracts Liabilities:Cross-currency swap derivative contracts

The Company’s investments in equity securities consist of investments in publicly traded equity securities and investments in non-marketable equity securities. The publicly traded securities are classified as Level 1 in the fair value hierarchy as they are measured based on quotes in active markets. For the non-marketable equity securities, the Company estimates the fair value of the investments using the Fair Value Alternative. The Company’s investments in these equity securities are not classified in the fair value hierarchy due to the use of these measurement methods. Additionally, the Company is a limited partner in partnerships that invest primarily in early-stage companies. While the partnerships record these investments at fair value, the Company’s investments in the partnerships are accounted for under the equity method of accounting and are not subject to the fair value measurement disclosures noted above. As of both June 27, 2025 and December 31, 2024, the Company’s equity method investments included investments in partnerships with a carrying value of approximately $ billion. Refer to Note 7 for additional information on gains and losses on the Company’s investments including investments in the partnerships.

The cross-currency swap derivative contracts are classified as Level 2 in the fair value hierarchy as they are measured using the income approach with the relevant interest rates and current currency exchange rates and forward curves as inputs. Refer to Note 11 for additional information.

Fair Value of Other Financial Instruments

$ $ $ Long-term debt

As of June 27, 2025 and December 31, 2024, short and long-term borrowings were categorized as Level 1. The fair value of long-term borrowings was based on quoted market prices. The difference between the fair value and the carrying amounts of long-term borrowings is attributable to changes in market interest rates and/or the Company’s credit ratings subsequent to the incurrence of the borrowing. The fair values of borrowings with original maturities of one year or less, as well as cash and cash equivalents, trade accounts receivable, net and trade accounts payable generally approximate their carrying amounts due to the short-term maturities of these instruments.

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NOTE 10.

million and € million, respectively)(a)$ $

% senior unsecured notes due 9/15/2025 ($ million) (the “2025 U.S. Notes”)(b)

% senior unsecured notes due 3/18/2026 (€ billion) (the “2026 Biopharma Euronotes”)(c)

% senior unsecured notes due 9/30/2026 (€ million) (the “2026 Euronotes”)(b)

% senior unsecured notes due 5/11/2027 (¥ billion) (the “2027 Yen Notes”)(d)

% senior unsecured notes due 6/30/2027 (€ million) (the “2027 Euronotes”)(e)

% senior unsecured notes due 3/18/2028 (€ billion) (the “2028 Biopharma Euronotes”)(c)

% senior unsecured bonds due 12/08/2028 (CHF million) (the “2028 CHF Bonds”)(f)

% senior unsecured notes due 11/15/2029 ($ million) (the “2029 Biopharma Notes”)(c)

% senior unsecured notes due 3/30/2030 (€ million) (the “2030 Euronotes”)(b)

% senior unsecured notes due 9/18/2031 (€ billion) (the “2031 Biopharma Euronotes”)(c)

% senior unsecured notes due 5/11/2032 (¥ billion) (the “2032 Yen Notes”)(d)

% senior unsecured notes due 9/18/2039 (€ billion) (the “2039 Biopharma Euronotes”)(c)

% senior unsecured notes due 11/15/2039 ($ million) (the “2039 Biopharma Notes”)(c)

% senior unsecured notes due 9/15/2045 ($ million) (the “2045 U.S. Notes”)(b)

% senior unsecured notes due 9/18/2049 (€ million) (the “2049 Biopharma Euronotes”)(c)

% senior unsecured notes due 11/15/2049 ($ million) (the “2049 Biopharma Notes”)(c)

% senior unsecured notes due 10/01/2050 ($ billion) (the “2050 U.S. Notes”)(b)

% senior unsecured notes due 12/10/2051 ($ billion) (the “2051 U.S. Notes”)(b)

Other Total debt Less: currently payable()()Long-term debt$ $

Debt discounts, premiums and debt issuance costs totaled $ million and $ million as of June 27, 2025 and December 31, 2024, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of debt table above. For additional details regarding the Company’s debt financing, refer to Note 13 of the Company’s financial statements as of and for the year ended December 31, 2024 included in the Company’s 2024 Annual Report.

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billion unsecured, multi-year revolving credit facility with a syndicate of banks that expires on August 11, 2028 (the “Credit Facility”), is available for direct borrowings and provides credit support for the commercial paper programs. For a description of the Credit Facility, refer to the Company’s 2024 Annual Report. As of June 27, 2025, the Company has classified approximately $ billion of its borrowings outstanding under the euro-denominated commercial paper programs and the 2026 Biopharma Euronotes as long-term debt in the accompanying Consolidated Condensed Balance Sheets (even though such borrowings are scheduled to mature within one year of June 27, 2025) as the Company had the intent and ability, as supported by availability under the Credit Facility, to refinance these borrowings for at least one year from the balance sheet date.

As of June 27, 2025, borrowings outstanding under the Company’s euro-denominated commercial paper program had a weighted average annual interest rate of % and a weighted average remaining maturity of approximately days. There were borrowings outstanding under the U.S. dollar-denominated commercial paper program as of June 27, 2025.

Guarantors of Debt

NOTE 11.

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$ $()$ Foreign currency denominated debt () Cash flow hedges:Cross-currency contracts () Interest rate swaps Total$ $ $()$ For the Three-Month Period Ended June 28, 2024:Net investment hedges:Cross-currency contracts$ $ $ $ Foreign currency denominated debt Cash flow hedges:Cross-currency contracts ()Interest rate swaps Total$ $ $ $()For the Six-Month Period Ended June 27, 2025:Net investment hedges:Cross-currency contracts$ $ $()$ Foreign currency denominated debt () Cash flow hedges:Cross-currency contracts () Interest rate swaps Total$ $ $()$ For the Six-Month Period Ended June 28, 2024:Net investment hedges:Cross-currency contracts$ $ $ $ Foreign currency denominated debt Cash flow hedges:Cross-currency contracts ()Interest rate swaps Total$ $ $ $()

Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in OCI in Note 12, as these items are attributable to the Company’s hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as cash flow hedge adjustments in the schedule of changes in OCI in Note 12. The amount reclassified from OCI for the cross-currency swap derivative contracts that are cash flow hedges of the Company’s U.S. dollar-denominated debt was equal to the remeasurement amount recorded in the three and six-month periods on the hedged debt.

The Company did not reclassify any other deferred gains or losses related to net investment hedges or cash flow hedges from accumulated OCI to earnings during the three and six-month periods ended June 27, 2025 and June 28, 2024. In addition, the Company did not have any ineffectiveness related to net investment hedges or cash flow hedges during the three and six-month periods ended June 27, 2025 and June 28, 2024. Should any ineffectiveness arise, any ineffective

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$ Derivative liabilities:Accrued expenses and other liabilities Nonderivative hedging instruments:Long-term debt

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

NOTE 12.

million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions. During the year ended December 31, 2024, the Company repurchased approximately million shares of the Company’s common stock under the Completed Repurchase Program including the repurchase of approximately million shares of the Company’s common stock for approximately $ billion, inclusive of excise taxes, during the second quarter of 2024. As of December 31, 2024 shares remained available for repurchase pursuant to the Completed Repurchase Program.

In the second quarter of 2025 the Company paid $ million in excise taxes related to the 2024 share repurchases. Cash paid for excise taxes on share repurchases is included in all other financing activities in the accompanying Consolidated Condensed Statement of Cash Flows.

On July 22, 2024, the Company’s Board of Directors approved a repurchase program (the “Repurchase Program”) authorizing the repurchase of up to million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions. During the year ended December 31, 2024, the Company repurchased million shares of the Company’s common stock under the Repurchase Program and during the six-month period ended June 27, 2025 the Company repurchased approximately million shares of the Company’s common stock for approximately $ billion (which includes $ million of excise taxes which will be paid in 2026) as part of the Repurchase Program.

As of June 27, 2025, approximately million shares remained available for repurchase pursuant to the Repurchase Program, inclusive of 2024 and 2025 share repurchases. There is no expiration date for the Repurchase Program, and the timing and amount of any shares repurchased under the program will be determined by members of the Company’s management based on its evaluation of market conditions and other factors. The Repurchase Program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with the Company’s equity compensation plans (or any successor plans) and for other corporate purposes.

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Common stock-based compensation awards ) ) ))) $()) ) )))) $()

(a) This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost (refer to Note 7 for additional details).

(b) Reflects reclassification to earnings related to cash flow hedges of certain long-term debt (refer to Note 11 for additional details).

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ITEM 2. 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 Corporation’s (“Danaher,” the “Company,” “we,” “us” or “our”) 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:

•Information Relating to Forward-Looking Statements

•Overview

•Results of Operations

•Liquidity and Capital Resources

•Critical Accounting Estimates

You should read this discussion along with the Company’s MD&A and audited financial statements and Notes thereto as of and for the year ended December 31, 2024, included in the Company’s 2024 Annual Report and the Company’s Consolidated Condensed Financial Statements and related Notes as of and for the three and six-month periods ended June 27, 2025 included in this Quarterly Report on Form 10-Q (“Report”).

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this Report, in other documents we file with or furnish to the Securities and Exchange Commission, in our press releases, webcasts, conference calls, presentations, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of tariff impacts, revenue, expenses, profit, profit margins, asset values, pricing, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, customer demand, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs, initial public offerings, other securities offerings or other distributions, strategic opportunities, stock repurchases, dividends, executive compensation and potential executive stock sales or purchases; growth, declines and other trends in markets we sell into; future, new or modified laws, regulations, accounting pronouncements or public policy changes; regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future currency exchange rates and fluctuations in those rates; the potential or anticipated direct or indirect impact of public health crises, climate change, military conflicts or other man-made or natural disasters on our business, results of operations and/or financial condition; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Danaher intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “assume,” “continue,” “should,” “could,” “intend,” “will,” “plan,” “aim,” “expect,” “estimate,” “project,” “target,” “can,” “may,” “possible,” “potential,” “upcoming,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors. Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Important factors, risks and uncertainties that in the future could cause actual results to differ materially from those envisaged in the forward-looking statements, and that in some cases have affected us in the past, include the following:

Business and Strategic Risks

•Conditions in the global economy, the particular markets we serve and the financial markets can adversely affect our business and financial statements.

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•We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we compete effectively, we may be required to reduce the prices we charge.

•Our growth depends on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation. Our growth also suffers when the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.

•The healthcare industry and related industries that we serve are undergoing significant changes in an effort to reduce (and increase the predictability of) costs, which can adversely affect our business and financial statements.

•Economic, political, geopolitical, legal, compliance, social and business factors (including the impact of military conflicts), both in the U.S. and outside the U.S., can negatively affect our business and financial statements. For example, elections can result in significant political shifts and/or disruptions, and the change in the U.S. administration as well as recent Supreme Court decisions have resulted in policy, regulatory and economic changes, challenges and uncertainty, including with respect to tariffs.

•Uncertainties with respect to the development, deployment and use of artificial intelligence in our business and products may result in harm to our business and reputation.

•Global heath crises, pandemics, epidemics or other outbreaks can adversely impact certain elements of our business and financial statements.

•Business partners and other third-parties we rely on for development, supply and/or marketing of certain products, potential products and technologies could fail to perform sufficiently.

Acquisitions, Divestitures and Investment Risks

•The inability to consummate acquisitions at our historical rate and appropriate prices, realize the economic benefits of consummated acquisitions or to make appropriate investments that support our long-term strategy, can negatively impact our business. Our acquisition of businesses, investments, joint ventures and other strategic relationships can also negatively impact our business and financial statements and our indemnification rights may not fully protect us from liabilities related thereto.

•Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have previously disposed could adversely affect our business and financial statements. For example, we could incur significant liability if any of the split-off or spin-off transactions we have previously consummated are determined to be a taxable transaction or otherwise pursuant to our indemnification obligations with respect to such transactions.

Operational Risks

•Significant disruptions in, or breaches in security of, our information technology (“IT”) systems or data; data privacy violations; other losses or disruptions to facilities, supply chains, distribution systems or IT systems due to catastrophe; and labor disputes can all adversely affect our business and financial statements.

•Defects, manufacturing problems and unanticipated use or inadequate disclosure with respect to our products or services, or allegations thereof, can adversely affect our business and financial statements.

•Climate change, legal or regulatory measures to address climate change and other sustainability topics and any inability to address regulatory requirements or stakeholder expectations with respect to climate change and other sustainability topics, may negatively affect our business and financial statements.

•Our financial results are subject to fluctuations in the cost and availability of the supplies we use in, and the labor we need for, our operations, as well as adverse changes with respect to key distributors and channel partners.

•Our success depends on our ability to recruit, retain and motivate talented employees.

•Our restructuring actions can have long-term adverse effects on our business and financial statements.

Intellectual Property Risks

•Any inability to adequately protect or avoid third-party infringement of our intellectual property, and third-party claims we are infringing intellectual property rights, can adversely affect our business and financial statements.

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•The U.S. government has certain rights with respect to incremental production capacity attributable to, and/or the intellectual property we have developed using, government financing. In addition, in times of national emergency the U.S. government could also control our allocation of manufacturing capacity.

Financial and Tax Risks

•From time to time our outstanding debt has increased significantly as a result of acquisitions, and we may incur additional debt. Such indebtedness may limit our operations and use of cash flow and negatively impact our credit ratings; and failure to comply with our indebtedness-related covenants could adversely affect our business and financial statements.

•Our business and financial statements can be adversely affected by foreign currency exchange rates, changes in our tax rates (including as a result of changes in tax laws) or income tax liabilities/assessments, the outcome of tax audits, recognition of impairment charges for our goodwill or other intangible assets and fluctuations in the cost and availability of commodities.

Legal, Regulatory, Compliance and Reputational Risks

•Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements.

•Our businesses are subject to extensive regulation (including those applicable to the healthcare industry). Failure to comply with those regulations (including by our employees, agents or business partners) or significant developments or changes in U.S. or non-U.S. laws or policies can adversely affect our business and financial statements.

•We are subject to, or otherwise responsible for, a variety of litigation and other legal and regulatory proceedings in the course of our business that can adversely affect our business and financial statements.

•With respect to the regulated medical devices we offer, product introductions or modifications can require regulatory clearance or authorizations and we can be required to recall or cease marketing such products; off-label marketing can result in penalties; and clinical trials can have results that are unexpected or are perceived unfavorably by the market, all of which can adversely affect our business and financial statements.

•Our operations, products and services also expose us to the risk of environmental, health and safety liabilities, costs and violations that can adversely affect our business and financial statements.

•Our By-law exclusive forum provisions could limit our stockholders’ ability to choose their preferred judicial forum for disputes.

See “Part I—Item 1A. Risk Factors” of the Company’s 2024 Annual Report and Part II-Item 1A of this report for further discussion regarding reasons that actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, presentation, materials or other communication in which they are made. Except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

OVERVIEW

General

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

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Business Performance and Outlook

During the second quarter of 2025, the Company’s overall revenues increased 3.5% compared to the comparable period of 2024. Core sales increased 1.5% in the second quarter of 2025 compared to the comparable prior year period as higher core sales in the Biotechnology and Diagnostics segments were partially offset by lower core sales in the Life Sciences segment. The impact of foreign currency increased reported sales by 2.0%. For the six-month period ended June 27, 2025, overall revenues increased 1.0% compared to the comparable prior year period due to higher core sales in the Biotechnology segment that were partially offset by lower core sales in the Life Sciences segment. Price increases contributed 0.5% to sales growth on a year-over-year basis during the three-month period ended June 27, 2025 and are reflected as a component of core sales above. Price increases did not have a significant impact on the change in sales on a year-over-year basis during the six-month period ended June 27, 2025. For the definitions of “core sales” and “acquisitions” refer to “—Results of Operations” below.

Geographically, the Company’s sales in the three-month period ended June 27, 2025 in developed markets increased year-over-year by 5% and core sales in developed markets were up low-single digits, primarily due to high-single digit core sales increases in Western Europe. The increase in core sales in developed markets was primarily driven by increases in the Biotechnology segment and to a lesser extent in the Diagnostics segment, partially offset by decreased year-over-year core sales in the Life Sciences segment. For the same period, sales and core sales in high-growth markets were flat year-over-year as a mid-single digit decline in core revenue in China was offset by increased core sales in other regions. The Diagnostics and Life Sciences segments increase in demand in the high-growth markets was offset by core sales declines in the Biotechnology segment. High-growth markets represented approximately 29% of the Company’s total sales in the second quarter of 2025. For additional information regarding the Company’s sales by geographical region during the three and six-month periods ended June 27, 2025 and June 28, 2024, refer to Note 4 to the accompanying Consolidated Condensed Financial Statements.

The Company’s net earnings for the three and six-month periods ended June 27, 2025 totaled $555 million and approximately $1.5 billion, or $0.77 and $2.10 per diluted common share, respectively, compared to $907 million and approximately $2.0 billion, or $1.22 and $2.68 per diluted common share, respectively, for the three and six-month periods ended June 28, 2024. Impairment charges of $432 million ($328 million after-tax or $0.46 per diluted common share), and $447 million ($339 million after-tax or $0.47 per diluted common share), recorded in the three and six-month periods ended June 27, 2025, respectively, drove the year-over-year decline in net earnings and diluted net earnings per common share for the three and six-month periods ended June 27, 2025.

Currency exchange rates increased reported sales by approximately 2.0% for the three-month period ended June 27, 2025 compared to the comparable period of 2024, primarily due to the exchange rates of the U.S. dollar compared to the euro and other major currencies in the second quarter of 2025. Currency exchange rates did not have a significant impact on the change in sales on a year-over-year basis during the six-month period ended June 27, 2025. In future periods, strengthening of the U.S. dollar against other major currencies compared to the exchange rates in effect as of June 27, 2025 would adversely impact the Company’s sales and results of operations on an overall basis, and weakening of the U.S. dollar against other major currencies compared to the exchange rates in effect as of June 27, 2025 would positively impact the Company’s sales and results of operations. In addition to the translational exchange rate risk to sales, the Company also faces transactional exchange rate risk from transactions with customers in countries outside the U.S. and from intercompany transactions between affiliates. Transactional exchange rate risk (and any resulting gains or losses) arises from the purchase and sale of goods and services in currencies other than the Company’s functional currency or the functional currency of its applicable subsidiary.

As a diversified, global business, Danaher operates a global supply chain and sources parts and materials globally. In the second quarter of 2025, the U.S. implemented significant new tariffs on imports from a wide range of countries, which has also prompted retaliatory tariffs by a number of countries and a cycle of retaliatory tariffs by both the U.S. and other countries. Subsequently, actions were taken by the U.S. and certain other countries to modify certain of these tariffs and/or delay their effective dates, but a number of new tariffs remain in effect, including significant tariffs between the U.S. and China. In addition, a number of new tariffs have been threatened and the U.S. and other countries continue to negotiate trade arrangements and tariff levels.

Based on the tariffs enacted and in effect as of July 20, 2025 (the “enacted tariffs”), the Company anticipates incurring incremental tariff costs for the full year 2025 of several hundred millions of dollars. These incremental costs from the enacted tariffs reflect their impact on the costs of parts and materials used by the Company to produce products, as well as costs the Company may incur on finished goods shipped to customers. The Company expects to largely offset the 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 offset the incremental cost from the enacted tariffs, or the enacted tariffs negatively impact demand, the Company’s revenue and profitability would be adversely impacted. If the delayed tariffs come into effect or other additional tariffs are adopted, the Company would

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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 new U.S. administration 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 administration has changed the composition of 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. The Company currently expects academic and government demand to remain weaker, with ongoing uncertainty around research funding. Refer to “Risk Factors” for additional information.

RESULTS OF OPERATIONS

Non-GAAP Measures

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 calculated according to U.S. GAAP, but excluding:

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

•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 (excluding sales from acquired businesses (as defined above)); and

•the period-to-period change in revenue (excluding sales from acquired businesses (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 uses core sales growth as one of the performance measures in the Company’s executive short-term cash incentive compensation 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. The Company 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 the Danaher Business System.

Sales Growth and Core Sales Growth


	% Change Three-Month Period Ended June 27, 2025 vs. Comparable 2024 Period		% Change Six-Month Period Ended June 27, 2025 vs. Comparable 2024 Period
Total sales growth (GAAP)	3.5	%	1.0	%
Impact of:
Currency exchange rates	(2.0)	%	—	%
Core sales growth (non-GAAP)	1.5	%	1.0	%

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Operating Profit Performance

Operating profit margins decreased 750 basis points from 20.3% during the three-month period ended June 28, 2024 to 12.8% for the three-month period ended June 27, 2025.

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

•Second quarter 2025 impairment charge related to a trade name in the Life Sciences segment. Refer to Note 8 to the accompanying Consolidated Condensed Financial Statements for additional information - 730 basis points

•Incremental dilutive effect in 2025 of acquired businesses and the impact of a product line disposition which did not qualify as discontinued operations - 30 basis points

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

•Higher 2025 core sales and changes in leverage from the Company’s operations and administrative cost structure, net of the impact of currency exchange rates - 10 basis points

Operating profit margins decreased 410 basis points from 21.5% during the six-month period ended June 28, 2024 to 17.4% for the six-month period ended June 27, 2025.

Year-to-date 2025 vs. year-to-date 2024 operating profit margin comparisons were unfavorably impacted by:

•First half of 2025 impairment charges related to a trade name in the Life Sciences segment and a facility in the Biotechnology segment - 385 basis points

•Incremental dilutive effect in 2025 of acquired businesses and the impact of a product line disposition which did not qualify as discontinued operations - 30 basis points

•The impact of product mix, changes in leverage from the Company’s operations and administrative cost structure and the impact of currency exchange rates, net of higher 2025 core sales - 15 basis points

Year-to-date 2025 vs. year-to-date 2024 operating profit margin comparisons were favorably impacted by:

•First half of 2024 acquisition-related fair value adjustment to inventory - 20 basis points

Business Segments

Sales by business segment for each of the periods indicated were as follows ($ in millions):


	Three-Month Period Ended				Six-Month Period Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Biotechnology	$	1,850	$	1,713	$	3,462	$	3,237
Life Sciences	1,777		1,770		3,457		3,515
Diagnostics	2,309		2,260		4,758		4,787
Total	$	5,936	$	5,743	$	11,677	$	11,539

For information regarding the Company’s sales by geographical region, refer to Note 4 to the accompanying Consolidated Condensed Financial Statements.

BIOTECHNOLOGY

The Biotechnology segment includes the bioprocessing and discovery and medical businesses and offers a broad range of equipment, consumables and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines. The Company’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.

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Biotechnology Selected Financial Data


	Three-Month Period Ended						Six-Month Period Ended
($ in millions)	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
Sales	$	1,850		$	1,713		$	3,462		$	3,237
Operating profit	531			462			972			787
Depreciation	38			35			72			77
Amortization of intangible assets	228			214			441			432
Operating profit as a % of sales	28.7		%	27.0		%	28.1		%	24.3		%
Depreciation as a % of sales	2.1		%	2.0		%	2.1		%	2.4		%
Amortization as a % of sales	12.3		%	12.5		%	12.7		%	13.3		%

Sales Growth and Core Sales Growth


	% Change Three-Month Period Ended June 27, 2025 vs. Comparable 2024 Period		% Change Six-Month Period Ended June 27, 2025 vs. Comparable 2024 Period
Total sales growth (GAAP)	8.0	%	7.0	%
Impact of:

Currency exchange rates	(2.0)	%	(0.5)	%
Core sales growth (non-GAAP)	6.0	%	6.5	%

Price increases in the segment contributed 2.5% and 2.0%, respectively, to sales growth on a year-over-year basis during the three and six-month periods ended June 27, 2025 and are reflected as a component of core sales above.

Total segment sales increased 8.0% and 7.0% during the three and six-month periods, respectively. The increase in segment sales in the three and six-month periods was led by increased core sales and to a lesser extent by the impact of currency exchange rates. The year-over-year increase in total segment core sales was led by increased sales of consumables, partially offset by declines in equipment sales in both periods. Geographically, the increase in core sales was led by Western Europe in both periods.

The year-over-year increase in core sales in the segment was led by the bioprocessing business in both the three and six-month periods and was primarily driven by improved consumables demand from large pharmaceutical customers, primarily in Western Europe, partially offset by lower demand for equipment across most major markets. Core sales in the discovery and medical business decreased year-over-year as lower demand for equipment in the life science research end-markets more than offset the improved demand for consumables.

Operating Profit Performance

Operating profit margins increased 170 basis points during the three-month period ended June 27, 2025 as compared to the comparable period of 2024 due to higher 2025 core sales, the impact of product mix and the impact of changes in leverage in the segment’s operational and administrative cost structure, net of the impact of currency exchange rates.

Operating profit margins increased 380 basis points during the six-month period ended June 27, 2025 as compared to the comparable period of 2024.

Year-to-date 2025 vs. year-to-date 2024 operating profit margin comparisons were favorably impacted by:

•Higher 2025 core sales, the impact of product mix and improvements in the segment’s operational and administrative cost structure, net of the impact of currency exchange rates - 425 basis points

Year-to-date 2025 vs. year-to-date 2024 operating profit margin comparisons were unfavorably impacted by:

•First half of 2025 impairment charge related to a facility in the Biotechnology segment - 45 basis points

Amortization of intangible assets as a percentage of sales decreased during both the three and six-month periods ended June 27, 2025 as compared to the comparable periods of 2024, primarily as a result of the increase in sales.

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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.

Life Sciences Selected Financial Data


	Three-Month Period Ended						Six-Month Period Ended
($ in millions)	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
Sales	$	1,777		$	1,770		$	3,457		$	3,515
Operating profit (loss)	(239)			233			(38)			468
Depreciation	45			41			90			79
Amortization of intangible assets	150			140			299			281
Operating profit (loss) as a % of sales	(13.4)		%	13.2		%	(1.1)		%	13.3		%
Depreciation as a % of sales	2.5		%	2.3		%	2.6		%	2.2		%
Amortization as a % of sales	8.4		%	7.9		%	8.6		%	8.0		%

Sales Growth (Decline) and Core Sales Decline


	% Change Three-Month Period Ended June 27, 2025 vs. Comparable 2024 Period		% Change Six-Month Period Ended June 27, 2025 vs. Comparable 2024 Period
Total sales growth (decline) (GAAP)	0.5	%	(1.5)	%
Impact of:
Acquisitions	(1.5)	%	(1.5)	%
Currency exchange rates	(1.5)	%	(0.5)	%
Core sales decline (non-GAAP)	(2.5)	%	(3.5)	%

Price increases in the segment contributed 0.5% to the change in sales on a year-over-year basis during both the three and six-month periods ended June 27, 2025 and are reflected as a component of core sales above.

Total segment sales increased 0.5% and decreased 1.5% during the three and six-month periods ended June 27, 2025, respectively. The sales increase during the three-month period was driven by the impact of an acquisition and currency exchange rates, partially offset by a decline in core sales. The sales decline during the six-month period was primarily a result of decreased core sales, partially offset by the impact of acquisitions and to a lesser extent the impact of currency exchange rates. The year-over-year decrease in total segment core sales in both the three and six-month periods was driven by declines in both consumables and equipment. Lower funding levels at emerging biotechnology customers and in the academic and government end-markets reduced demand for the segment’s products in both periods. Geographically, the core sales decline was led by North America in both periods.

The year-over-year decrease in segment core sales in the three and six-month periods was led by the genomics consumables business, primarily in North America, driven by lower demand for the plasmids and protein product lines at two large customers and lower funding levels at emerging biotechnology and academic research customers. Lower year-over-year demand in the academic and government end-markets reduced core sales in the protein consumables and in the flow cytometry and lab automation solutions businesses in both the three and six-month periods. Core sales declined year-over-year in both periods in the microscopy and mass spectrometry businesses as decreased demand for equipment more than offset increased demand for consumables. During both periods, year-over-year core sales increased in the filtration business, where increased demand in the microelectronic and aerospace end-markets more than offset decreased demand in the energy-related end-market.

Operating Profit (Loss) Performance

Operating profit margins decreased 2,660 basis points during the three-month period ended June 27, 2025 as compared to the comparable period of 2024. The following factors unfavorably impacted year-over-year operating profit margin:

•Second quarter 2025 impairment charge related to a trade name. Refer to Note 8 to the accompanying Consolidated Condensed Financial Statements for additional information - 2,430 basis points

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•Lower second quarter 2025 core sales, the impact of changes in leverage in the segment’s operational and administrative cost structure and the impact of product mix - 155 basis points

•The incremental dilutive effect in 2025 of acquired businesses - 75 basis points

Operating profit margins decreased 1,440 basis points during the six-month period ended June 27, 2025 as compared to the comparable period of 2024.

Year-to-date 2025 vs. year-to-date 2024 operating profit margin comparisons were unfavorably impacted by:

•First half of 2025 impairment charge related to a trade name - 1,250 basis points

•Lower first half of 2025 core sales, the impact of product mix, changes in leverage in the segment’s operational and administrative cost structure and the impact of currency exchange rates - 200 basis points

•The incremental dilutive effect in 2025 of acquired businesses - 60 basis points

Year-to-date 2025 vs. year-to-date 2024 operating profit margin comparisons were favorably impacted by:

•First half of 2024 acquisition-related fair value adjustment to inventory - 70 basis points

Depreciation and amortization of intangible assets increased as a percentage of sales during both the three and six-month periods ended June 27, 2025, primarily as a result of the decrease in sales and the impact 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


	Three-Month Period Ended						Six-Month Period Ended
($ in millions)	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
Sales	$	2,309		$	2,260		$	4,758		$	4,787
Operating profit	554			556			1,272			1,386
Depreciation	100			100			200			197
Amortization of intangible assets	48			48			96			96
Operating profit as a % of sales	24.0		%	24.6		%	26.7		%	29.0		%
Depreciation as a % of sales	4.3		%	4.4		%	4.2		%	4.1		%
Amortization as a % of sales	2.1		%	2.1		%	2.0		%	2.0		%

Sales Growth (Decline) and Core Sales Growth


	% Change Three-Month Period Ended June 27, 2025 vs. Comparable 2024 Period		% Change Six-Month Period Ended June 27, 2025 vs. Comparable 2024 Period
Total sales growth (decline) (GAAP)	2.0	%	(0.5)	%
Impact of:
Divestitures	0.5	%	0.5	%
Currency exchange rates	(0.5)	%	—	%
Core sales growth (non-GAAP)	2.0	%	—	%

Price decreases in the segment of 1.0%, attributable to factors discussed below, negatively impacted the year-over-year change in sales during both the three and six-month periods ended June 27, 2025 and are reflected as a component of core sales above.

Total segment sales increased 2.0% during the three-month period primarily as a result of increased core sales and to a lesser extent currency exchange rates, net of the impact of divestitures. Total segment sales decreased 0.5% during the six-month period as a result of the impact of divestitures. In the three-month period, the increase in segment core sales was primarily driven by increased year-over-year demand for consumables, partially offset by decreased demand for equipment. In the six-month period, core sales were flat as increased year-over-year demand for consumables was offset by lower demand for equipment. Geographically, increased core sales in North America and most other major markets were offset by decreased core sales in China attributable to the pricing impact of China’s volume-based procurement program and healthcare reimbursement changes in both periods.

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During the three-month period, core sales growth in the molecular diagnostics business increased year-over-year as core sales in non-respiratory tests more than offset decreased core sales of respiratory tests, while during the six-month period, core sales declined year-over-year as decreased core sales of respiratory tests more than offset increased core sales of non-respiratory tests. In the segment’s clinical diagnostics businesses core sales for all the businesses increased during both the three and six-month periods on a year-over-year basis. In the clinical lab business, increased year-over-year sales outside of China, led by North America, more than offset core sales declines in China in both the three and six-month periods, due to the impact of China’s volume-based procurement and healthcare reimbursement changes.

Operating Profit Performance

Operating profit margin decreased 60 basis points during the three-month period ended June 27, 2025 as compared to the comparable period of 2024. The following factors unfavorably impacted year-over-year operating profit margin:

•The impact of product mix, partially offset by higher second quarter 2025 core sales and changes in leverage in the segment’s operational and administrative cost structure - 45 basis points

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

Operating profit margin decreased 230 basis points during the six-month period ended June 27, 2025 as compared to the comparable period of 2024. The following factors unfavorably impacted year-over-year operating profit margin:

•The impact of product mix, changes in leverage in the segment’s operational and administrative cost structure, currency exchange rates and lower sales - 215 basis points

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

COST OF SALES AND GROSS PROFIT


	Three-Month Period Ended						Six-Month Period Ended
($ in millions)	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
Sales	$	5,936		$	5,743		$	11,677		$	11,539
Cost of sales	(2,413)			(2,315)			(4,643)			(4,624)
Gross profit	$	3,523		$	3,428		$	7,034		$	6,915
Gross profit margin	59.3		%	59.7		%	60.2		%	59.9		%

Cost of sales increased year-over-year during both the three and six-month periods ended June 27, 2025 as compared to the comparable periods in 2024. The increase during the three-month period was primarily due to the impact of higher year-over-year sales volumes, currency exchange rates and product mix. The increase during the six-month period was primarily due to the impact of higher year-over-year sales volumes, currency exchange rates, product mix and a $15 million impairment charge related to a facility in the Biotechnology segment recorded in the first half of 2025. These increases were partially offset by a $25 million acquisition-related charge associated with the fair value adjustment to inventory recorded in the first half of 2024 in connection with the acquisition of Abcam plc.

Year-over-year gross profit margin decreased during the three-month period ended June 27, 2025 as compared to the comparable period in 2024 primarily due to the impact of currency exchange rates, product mix and tariff costs, partially offset by the impact of continued productivity improvement initiatives and higher year-over-year sales volumes. Year-over-year gross profit margin increased in the six-month period ended June 27, 2025 primarily due to the impact of product mix and higher year-over-year sales volumes, partially offset by the impact of currency exchange rates and tariff costs. The increase is also due to the impact of an acquisition-related charge recorded in the first half of 2024, net of the facility impairment recorded in the first half of 2025, both referenced above.

OPERATING EXPENSES


	Three-Month Period Ended						Six-Month Period Ended
($ in millions)	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
Sales	$	5,936		$	5,743		$	11,677		$	11,539
Selling, general and administrative expenses	2,360			1,869			4,218			3,676
Research and development expenses	403			391			782			759
SG&A as a % of sales	39.8		%	32.5		%	36.1		%	31.9		%
R&D as a % of sales	6.8		%	6.8		%	6.7		%	6.6		%

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SG&A expenses as a percentage of sales increased during both the three and six-month periods ended June 27, 2025 as compared to the comparable periods in 2024, primarily driven by the $432 million impairment charge related to a trade name in the Life Sciences segment recorded in the second quarter of 2025, and to a lesser extent, a year-over-year increase in costs incurred for productivity improvement actions, net of incremental year-over-year cost savings associated with continuing productivity improvement initiatives and cost structure improvements. Refer to Note 8 to the accompanying Consolidated Condensed Financial Statements for additional information regarding the impairment.

R&D expenses (consisting principally of internal and contract engineering personnel costs) as a percentage of sales remained essentially flat during both the three and six-month periods ended June 27, 2025 as compared to the comparable period of 2024, as increased R&D spending correlated to the increases in sales.

OTHER INCOME (EXPENSE), NET

For a description of the Company’s other income (expense), net during the three and six-month periods ended June 27, 2025 and June 28, 2024, refer to Note 7 to the accompanying Consolidated Condensed Financial Statements.

INTEREST COSTS AND FINANCING

For a discussion of the Company’s outstanding indebtedness, refer to Note 10 to the accompanying Consolidated Condensed Financial Statements.

Interest expense of $71 million and $143 million for the three and six-month periods ended June 27, 2025, respectively, was $6 million higher and $13 million higher than the comparable periods of 2024, due primarily to the impact of currency exchange rates, partially offset by a lower average interest rate on the Company’s commercial paper borrowings versus the comparable periods of 2024.

Interest income of $8 million and $14 million for the three and six-month periods ended June 27, 2025, respectively, was $31 million lower and $85 million lower than the comparable periods of 2024, due primarily to lower average cash balances in 2025 as a result of share repurchases and acquisitions.

INCOME TAXES

The following table summarizes the Company’s effective tax rate:


	Three-Month Period Ended				Six-Month Period Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Effective tax rate	15.3	%	16.3	%	15.4	%	15.3	%

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.

For the three-month period ended June 27, 2025, the effective tax rate was reduced by the tax effect from an intangible asset impairment in a jurisdiction with a higher statutory tax rate than the Company’s effective tax rate, partially offset by changes in uncertain tax positions. The net impact reduced the effective tax rate by 1.4%.

For the three-month period ended June 28, 2024, net discrete tax benefits of $9 million reduced the effective tax rate by 0.8% and related primarily to excess tax benefits from stock-based compensation.

For the six-month period ended June 27, 2025, the effective tax rate was reduced by the tax effect from an intangible asset impairment in a jurisdiction with a higher statutory tax rate than the Company’s effective tax rate and the release of reserves for uncertain tax positions due to the expiration of statutes of limitations, partially offset by changes in uncertain tax positions. The net impact reduced the effective tax rate by 1.1%.

For the six-month period ended June 28, 2024, net discrete tax benefits of $45 million reduced the effective tax rate by 1.9% and related primarily to excess tax benefits from stock-based compensation, release of reserves for uncertain tax positions due to the expiration of statutes of limitations and changes in estimates associated with prior period uncertain tax positions.

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The Company (including its subsidiaries) conducts business globally, and files numerous consolidated and separate income tax returns in federal, state and foreign jurisdictions. In addition to the Company’s significant presence in the U.S., the Company also has a significant presence in 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 foreign country would not have a material impact on the Company’s financial statements given the geographical 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.

On July 4, 2025, the OBBBA was enacted, which includes permanent extensions of most expiring Tax Cuts and Jobs Act provisions and international tax changes. The Company is still evaluating the potential impacts of the OBBBA; however, the Company does not anticipate it will have a material impact on the Company’s financial statements.

The Company expects its effective tax rate for the remainder of 2025 to be approximately 17.0% based on its projected mix of earnings. The Company’s effective tax rate could vary as a result of many factors, including but not limited to the following:

•The expected rate for the remainder of 2025 includes the anticipated discrete income tax benefits from excess tax deductions related to the Company’s stock compensation programs, which are reflected as a reduction in tax expense, though the actual benefits (if any) will depend on the Company’s stock price and stock option exercise patterns.

•The actual mix of earnings by jurisdiction could fluctuate from the Company’s projection.

•The tax effects of other discrete items, including accruals related to tax contingencies, the resolution of worldwide tax matters, tax audit settlements, statute of limitations expirations and changes in tax regulations.

•Any additional future changes in tax law or the implementation of increases in tax rates, the impact of future regulations and any related additional tax planning efforts to address these changes.

As a result of the uncertainty in predicting these items, it is reasonably possible that the actual effective tax rate used for financial reporting purposes will change in future periods compared to the estimate above.

Refer to Note 6 to the accompanying Consolidated Condensed Financial Statements for discussion regarding the Company’s significant tax matters.

COMPREHENSIVE INCOME

Comprehensive income increased by $538 million and approximately $3.0 billion for the three and six-month periods ended June 27, 2025, respectively, as compared to the comparable periods of 2024. For the three-month period ended June 27, 2025, the increase in comprehensive income was primarily driven by increased gains from foreign currency translation adjustments, partially offset by lower net earnings. For the six-month period ended June 27, 2025, the increase in comprehensive income was primarily driven by increased gains from foreign currency translation adjustments and to a lesser extent, gains on cash flow hedges, partially offset by lower net earnings. The Company recorded foreign currency translation gains of approximately $1.0 billion and $121 million for the three-month periods ended June 27, 2025 and June 28, 2024, respectively. The Company recorded foreign currency translation gains of approximately $2.5 billion for the six-month period ended June 27, 2025 compared to losses of $827 million for the six-month period ended June 28, 2024. The foreign currency translation gains in the three and six-month periods ended June 27, 2025 were primarily

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driven by the change in the exchange rates between the U.S. dollar, Swedish krona, the euro and the British pound. 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 gains of $13 million and $169 million from cash flow hedge adjustments related to the Company’s cross-currency swap derivative contracts for the three and six-month periods ended June 27, 2025, respectively, as compared to gains of $30 million and losses of $20 million for the comparable periods of 2024.

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 ($ in millions):


	Six-Month Period Ended
	June 27, 2025		June 28, 2024
Net cash provided by operating activities	$	2,637	$	3,156

Cash paid for acquisitions	$	—	$	(12)
Payments for additions to property, plant and equipment	(493)		(578)
Proceeds from sales of property, plant and equipment	10		1
Payments for purchases of investments	(50)		(127)
Proceeds from sales of investments	10		9
Proceeds from sale of product line	9		—
All other investing activities	14		26
Total cash used in investing activities	$	(500)	$	(681)

Proceeds from the issuance of common stock in connection with stock-based compensation, net	$	14	$	76
Payment of dividends	(423)		(377)
Net borrowings (maturities longer than 90 days)	4		—
Net (repayments of) proceeds from borrowings (maturities of 90 days or less)	(1)		15
Net repayments of borrowings (maturities longer than 90 days)	—		(974)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		DANAHER CORPORATION

Date:	July 21, 2025	By:	/s/ Matthew R. McGrew
			Matthew R. McGrew
			Executive Vice President and Chief Financial Officer

Date:	July 21, 2025	By:	/s/ Christopher M. Bouda
			Christopher M. Bouda
			Vice President and Chief Accounting Officer

DANAHER CORP /DE/ - Quarter Report: 2025 June (Form 10-Q)

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