Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Preuves
Remaining performance obligations include noncancelable purchase orders, the non-lease portion of minimum purchase commitments under long-term consumable supply arrangements, extended warranty and service and other long-term contracts.
Revenue note: composition of remaining performance obligations · Dépôt 24/02/2026
While the remaining performance obligation disclosure is similar in concept to backlog, the definition of remaining performance obligations excludes leases and contracts that provide the customer with the right to cancel or terminate for convenience with no substantial penalty, even if historical experience indicates the likelihood of cancellation or termination is remote.
Revenue note: cancellation rights excluded from remaining performance obligations · Dépôt 24/02/2026
As of December 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $5.2 billion.
Revenue note: year-end 2025 remaining performance obligations · Dépôt 24/02/2026
As of December 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $4.3 billion.
Revenue note: year-end 2024 remaining performance obligations · Dépôt 20/02/2025
The bioprocessing business’ offerings in data connectivity and automation, advanced process training, process development services and equipment services are designed to help customers develop more optimized, compliant processes and ensure continuous performance.
Business: bioprocessing automation, training and process services · Dépôt 24/02/2026
Key product areas include sample preparation equipment such as centrifugation and consumables; liquid handling automation instruments and associated consumables; flow cytometry instrumentation and associated antibodies and reagents; particle counting and characterization instrumentation; and genomic sample preparation.
Business: instruments and associated consumables · Dépôt 24/02/2026
The year-over-year increase in total segment core sales in the six-month period ended June 26, 2026 was led by increased sales of consumables, partially offset by lower equipment sales.
MD&A: first-half 2026 Biotechnology consumables demand · Dépôt 21/07/2026
The year-over-year increase in total segment core sales in both the three and six-month periods ended June 26, 2026 was driven by an increase in consumables sales and to a lesser extent higher demand for equipment.
MD&A: first-half 2026 Life Sciences demand · Dépôt 21/07/2026
These remaining performance obligations do not include revenue from contracts with customers with an original term of one year or less, revenue from long-term consumable supply arrangements with no minimum purchase requirements or revenue expected from purchases made in excess of the minimum purchase requirements or revenue from equipment leased to customers.
Revenue note: minimum commitments do not cover all consumable arrangements · Dépôt 24/02/2026
41 Table of Contents 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.
MD&A: 2025 Life Sciences customer demand weakness · Dépôt 24/02/2026
The decreased demand for respiratory tests was driven primarily by a less severe respiratory season in the first half of 2026 compared to the comparable period of 2025.
MD&A: realized respiratory testing demand decline · Dépôt 21/07/2026
Many of the markets we serve are technology-driven, and as a result intellectual property rights play a significant role in product development and differentiation.
Risk factors: intellectual property's role in differentiation · Dépôt 24/02/2026
We own numerous patents, trademarks, copyrights, trade secrets and other intellectual property and licenses to intellectual property owned by others, which in aggregate are important to our business.
Risk factors: owned and licensed intellectual property · Dépôt 24/02/2026
Customers served by the Biotechnology segment select products based on several factors, including product quality and reliability, the product’s capacity to enhance productivity and flexibility, innovation (particularly productivity and sensitivity improvements), product performance and ergonomics, access to an advanced technical expertise, service and support network and the other factors described under the heading “Competition” below.
Business: Biotechnology customer selection factors · Dépôt 24/02/2026
The intellectual property rights that we obtain, however, are not always sufficiently broad and do not always provide us a significant competitive advantage, and patents may not be issued for pending or future patent applications owned by or licensed to us.
Risk factors: limitations of intellectual property advantage · Dépôt 24/02/2026
The Company recorded a noncash impairment charge of $432 million pretax ($328 million after-tax) related to the trade name for both the three and six-months ended June 27, 2025, which is included in selling, general and administrative expenses in the accompanying Consolidated Condensed Statement of Earnings.
Intangible assets note: realized $432 million trade-name impairment · Dépôt 21/07/2026
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.
Intangible assets note: impairment rationale and lower demand · Dépôt 21/07/2026
Divestitures
Core sales growth (non-GAAP)
3.0
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.
MD&A: 2025 Diagnostics price decreases · Dépôt 24/02/2026
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.
MD&A: consolidated 2025 realized price contribution · Dépôt 24/02/2026
Comparable 2025 Period Total sales growth (GAAP) 4.0 % 7.5 % Impact of: Currency exchange rates (1.5) % (3.0) % Core sales growth (non-GAAP) 2.5 % 4.5 % Price increases in the segment contributed 1.5% to sales growth on a year-over-year basis in both periods and are reflected as a component of core sales above.
MD&A: Biotechnology second-quarter and first-half 2026 realized pricing · Dépôt 21/07/2026
Comparable 2025 Period Total sales growth (GAAP) 5.5 % 4.5 % Impact of: Currency exchange rates — % (1.5) % Core sales growth (non-GAAP) 5.5 % 3.0 % Price increases did not have a significant impact on sales growth on a year-over-year basis during both the three and six-month periods ended June 26, 2026 and are reflected as a component of core sales above.
MD&A: Life Sciences second-quarter and first-half 2026 pricing · Dépôt 21/07/2026
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.
MD&A: consolidated 2025 operating margin decline · Dépôt 24/02/2026
Detailed segment data for the three and six-month periods ended June 26, 2026 and June 27, 2025 is as follows ($ in millions): Biotechnology Life Sciences Diagnostics Total Reportable Segments Other(a) Total For the Three-Month Period Ended June 26, 2026: Sales $ 1,920 $ 1,879 $ 2,466 $ 6,265 $ — $ 6,265 Less: Depreciation (40) (48) (107) (195) (1) (196) Amortization of intangible assets (231) (151) (81) (463) — (463) Other segment items(c) (1,093) (1,436) (1,862) (4,391) (88) (4,479) Operating profit $ 556 $ 244 $ 416 $ 1,216 $ (89) $ 1,127 For the Three-Month Period Ended June 27, 2025: Sales $ 1,850 $ 1,777 $ 2,309 $ 5,936 $ — $ 5,936 Less: Depreciation (38) (45) (100) (183) (2) (185) Amortization of intangible assets (228) (150) (48) (426) — (426) Impairments(b) — (432) — (432) — (432) Other segment items(c) (1,053) (1,389) (1,607) (4,049) (84) (4,133) Operating profit (loss) $ 531 $ (239) $ 554 $ 846 $ (86) $ 760 11 Table of Contents Biotechnology Life Sciences Diagnostics Total Reportable Segments Other(a) Total For the Six-Month Period Ended June 26, 2026: Sales $ 3,717 $ 3,616 $ 4,883 $ 12,216 $ — $ 12,216 Less: Depreciation (80) (96) (209) (385) (4) (389) Amortization of intangible assets (465) (303) (129) (897) — (897) Other segment items(c) (2,082) (2,748) (3,455) (8,285) (174) (8,459) Operating profit $ 1,090 $ 469 $ 1,090 $ 2,649 $ (178) $ 2,471 For the Six-Month Period Ended June 27, 2025: Sales $ 3,462 $ 3,457 $ 4,758 $ 11,677 $ — $ 11,677 Less: Depreciation (72) (90) (200) (362) (4) (366) Amortization of intangible assets (441) (299) (96) (836) — (836) Impairments(b) (15) (432) — (447) — (447) Other segment items(c) (1,962) (2,674) (3,190) (7,826) (168) (7,994) Operating profit (loss) $ 972 $ (38) $ 1,272 $ 2,206 $ (172) $ 2,034 (a) Other consists of unallocated corporate costs and other costs not considered part of management’s evaluation of reportable segment operating performance.
Segment note: first-half 2026 segment results and prior-year impairments · Dépôt 21/07/2026
•Governmental and private healthcare providers and payors around the world are increasingly utilizing managed care for the delivery of healthcare services, centralizing purchasing, limiting the number of vendors that may participate in purchasing programs, forming group purchasing organizations, strategic alliances and integrated health delivery networks and pursuing consolidation to improve their purchasing leverage, using competitive bid processes to procure healthcare products and services and investing in healthcare practices to increase their control over healthcare spending.
Risk factors: purchasing consolidation and competitive procurement · Dépôt 24/02/2026
The core sales decrease in China in both periods was partially attributable to the pricing impact of China’s volume-based procurement program and healthcare reimbursement changes, which has moderated as the Company began to move beyond the most significant year-over-year impacts of these changes that began in late 2024.
MD&A: continuing but moderating China procurement pricing effects · Dépôt 21/07/2026
Notwithstanding these hurdles, we continued to invest in Danaher’s future growth, investing approximately $1.6 billion in research and development and approximately $1.2 billion in capital expenditures to support future core growth.
Proxy business highlights: actual 2025 research and capital investment · Dépôt 25/03/2026
Even as we made these significant growth investments, in 2025 we returned approximately $4.0 billion to our shareholders through stock buybacks and dividends and generated the following financial returns: $24.6 Billion $4.7 Billion $6.4 Billion 2025 Sales 2025 Operating Profit 2025 Operating Cash Flow Long-Term Performance The graph below reflects Danaher's compound average annual shareholder return over the past twenty-five years, compared to the S&P 500 and the Health Care Select Sector SPDR Fund: (1) XLV = The Health Care Select Sector SPDR Fund 2026 Notice of Annual Meeting and Proxy Statement 5 Table of Contents Corporate Governance Overview Our Board recognizes that Danaher’s success over the long-term requires a robust framework of corporate governance that serves the best interests of all our shareholders and promotes robust risk oversight.
Proxy business highlights: 2025 cash generation and shareholder distributions · Dépôt 25/03/2026
($ in millions, except per share amount)
ASSETS
Current assets:
Cash and equivalents
4,348
4,615
Trade accounts receivable, less allowance for doubtful accounts of $121 and $114, respectively
3,965
3,913
Inventories:
Finished goods
1,813
1,287
Work in process
537
Raw materials
910
733
Total inventories
3,260
2,489
Prepaid expenses and other current assets
1,808
1,739
Total current assets
13,381
12,756
Property, plant and equipment, net of accumulated depreciation of $4,915 and $4,767, respectively
5,825
5,531
Other long-term assets
4,389
4,209
Cash flows from operating activities:
Noncash items:
Amortization of acquisition-related inventory fair value step-up
Stock-based compensation expense
Investment losses and pretax gain on sale of product line
125
Impairment charges
Change in trade accounts receivable, net
137
134
Change in inventories
(248)
Change in trade accounts payable
(79)
(111)
Change in prepaid expenses and other assets
(99)
Change in accrued expenses and other liabilities
(571)
(474)
Net cash provided by operating activities
2,856
2,637
Cash flows from investing activities:
Cash paid for acquisitions
(9,843)
Payments for additions to property, plant and equipment
(506)
(493)
Proceeds from sales of property, plant and equipment
Cash flow disclosures: first-half 2026 acquisition spending and capital expenditures · Dépôt 21/07/2026
For example, the Company incurred debt to finance a portion of the purchase price for our acquisition of Masimo.
Risk factors: debt incurred for Masimo acquisition · Dépôt 21/07/2026
During both the three and six-month periods ended June 26, 2026, the Company repurchased approximately 5.0 million shares of the Company’s common stock for $903 million, inclusive of excise taxes.
Equity note: actual first-half 2026 repurchases · Dépôt 21/07/2026
The following table summarizes the activity of the Company’s issued shares (shares in millions): Three-Month Period Ended Six-Month Period Ended June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025 Common stock - shares issued: Balance, beginning of period 888.0 885.6 886.9 884.3 Common stock-based compensation awards 0.2 0.3 1.3 1.6 Balance, end of period 888.2 885.9 888.2 885.9 Stock-Based Compensation For a full description of the Company’s stock-based compensation programs, refer to Note 18 of the Company’s financial statements as of and for the year ended December 31, 2025 included in the Company’s 2025 Annual Report.
Equity note: actual compensation share issuance · Dépôt 21/07/2026
As a result, the Committee regularly reviews external executive compensation practices and trends and incorporated best practices into our 2025 executive compensation program: What We Do What We Don't Do Multi-year vesting requirement for stock options, and three-year performance period plus further two-year holding period for Performance Stock Units ("PSUs") No tax gross-up provisions (except as applicable to management employees generally such as our relocation policy) Incentive compensation programs feature multiple performance measures aligned with Company strategic performance metrics No dividends/dividend equivalents paid on unvested equity awards Short-term and long-term performance metrics that incorporate our absolute performance and relative performance versus peer companies No “single trigger” change of control benefits Rigorous, no-fault clawback policies that are triggered even in the absence of wrongdoing No defined benefit pension program for any NEO Minimum one-year vesting requirement for 95% of shares granted under the Company’s stock plan No hedging of Danaher securities permitted Robust stock ownership requirements for all executive officers No long-term incentive compensation is denominated or paid in cash (other than PSU dividend accruals) Limited perquisites and a cap on CEO/CFO personal aircraft usage No above-market returns on deferred compensation plans Independent compensation consultant that performs no other services for the Company 2026 Notice of Annual Meeting and Proxy Statement 9 Table of Contents Named Executive Officers’ 2025 Compensation The following table sets forth the 2025 compensation of our named executive officers.
Proxy compensation: vesting, holding, ownership, clawback and hedging policies · Dépôt 25/03/2026
Equity Award Mix Annual Equity Awards With respect to each NEO's 2025 annual equity awards, one-half of the target award value was delivered as stock options and one-half as PSUs.
Proxy compensation: actual 2025 annual equity award mix · Dépôt 25/03/2026
Following is a summary of these changes, each of which has been implemented with respect to Danaher’s 2026 executive compensation program:
Proxy compensation: implementation status of 2026 changes · Dépôt 25/03/2026
•Long-term incentive compensation.
◦In our long-term incentive compensation program, we added time-vested RSUs to the program and revised the annual award mix to 60% PSUs, 20% stock options and 20% time-vested RSUs.
Proxy compensation: revised 2026 equity award mix · Dépôt 25/03/2026
◦With respect to our PSU awards in particular, we (1) reduced the weighting of relative total shareholder return ("TSR") performance from 100% to 50%, changed the performance group for this metric from the S&P 500 to the S&P 500 Health Care Index, and correlated threshold (50%) level payout to 25th percentile relative TSR performance and target (100%) level payout to 50th percentile performance, and (2) added a 3-year adjusted EPS target (at a 50% weighting).
Proxy compensation: revised relative TSR and adjusted EPS performance criteria · Dépôt 25/03/2026
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.
Independent auditor opinion: effective year-end 2025 financial reporting controls · Dépôt 24/02/2026
On an annual basis the Board also reviews the Company’s human capital, risk assessment/risk management, compliance and sustainability programs as well as the Company’s operating budget, and at meetings occurring throughout the year the Board reviews acquisitions, strategic investments and other capital allocation topics as well as the Company’s operating and financial performance, among other matters.
Proxy governance: Board reviews of capital allocation and performance · Dépôt 25/03/2026
The Finance Committee did not meet in 2025.
Proxy governance: Finance Committee meeting activity · Dépôt 25/03/2026
Joust II and Stonehavens are controlled by Mitchell Rales, and Joust III is controlled by Steven Rales.
Related-party transactions: control of aircraft entities · Dépôt 25/03/2026
FJ900 receives no compensation for its services under the management agreements.
Related-party transactions: uncompensated aircraft management services · Dépôt 25/03/2026
Having FJ900 perform management services for all of these aircraft enables Danaher and the Joust entities to share certain fixed expenses relating to the use, maintenance, storage, operation and supervision of their respective aircraft and utilize joint purchasing or joint bargaining arrangements where applicable and appropriate, allowing each party to benefit from efficiencies of scale and cost savings.
Related-party transactions: asserted shared-cost benefits · Dépôt 25/03/2026
29 Table of Contents Business Performance and Outlook During the second quarter of 2026, the Company’s overall revenues and core sales increased 5.5% and 3.0%, respectively, compared to the comparable period of 2025.
MD&A: actual second-quarter 2026 revenue and core growth · Dépôt 21/07/2026
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(continued)
Cash Flow and Free Cash Flow
($ in millions)
Three-Month Period Ended
Year-over-Year Change
Six-Month Period Ended
Year-over-Year Change
June 26, 2026
June 27, 2025
June 26, 2026
June 27, 2025
Total Cash Flow:
Net cash provided by operating activities (GAAP)
$
1,534
$
1,338
$
2,856
$
2,637
Total cash used in investing activities (GAAP)
$
(10,147)
$
(258)
$
(10,396)
$
(500)
Total cash provided by (used in) financing activities (GAAP)
$
7,273
$
(247)
$
7,319
$
(1,502)
Free Cash Flow:
Net cash provided by operating activities (GAAP)
$
1,534
$
1,338
~ 14.5
%
$
2,856
$
2,637
~ 8.5
%
Less: payments for additions to property, plant & equipment (capital expenditures) (GAAP)
(269)
(248)
(506)
(493)
Plus: proceeds from sales of property, plant & equipment (capital disposals) (GAAP)
—
4
—
10
Free cash flow (non-GAAP)
$
1,265
$
1,094
~ 15.5
%
$
2,350
$
2,154
~ 9.0
%
Operating Cash Flow to Net Earnings Conversion Ratio:
Cash flow reconciliation: first-half 2026 operating cash flow and investment · Dépôt 21/07/2026
Company”) announced that the Company’s Board of Directors has appointed Julie Sawyer Montgomery as President and Chief Executive Officer and a member of the Board of Directors, effective October 1, 2026.
Succession announcement: appointment effective October 1, 2026 · Dépôt 03/08/2026
platform into a market-leading franchise, helping grow the business from approximately $6.0 billion in revenue in 2017 to approximately $11.0 billion today, while approximately tripling operating profit.
Succession announcement: issuer account of Diagnostics historical growth · Dépôt 03/08/2026
Committee of Danaher. “Under her leadership, the Diagnostics platform has consistently gained share in attractive end markets.
Succession announcement: management claim of consistent Diagnostics share gains · Dépôt 03/08/2026
appointment, Danaher has announced special equity incentive awards for key leadership members and founders.
Succession announcement: special equity incentive awards announced · Dépôt 03/08/2026
(TMO) The Committee selected companies for inclusion in this peer group based on (1) the extent to which they compete with us in one or more lines of business, for executive talent and for investors, and (2) comparability of revenues, market capitalization, net income, total assets and number of employees.
Proxy compensation: peer selection combines business, talent and investor competition · Dépôt 25/03/2026
The Company expects to recognize revenue on approximately 47% of the remaining performance obligations over the next 12 months, 26% over the subsequent 12 months, and the remainder recognized thereafter.
Revenue note: expected recognition schedule of year-end 2025 obligations · Dépôt 24/02/2026
