DANAHER CORP /DE/

Previous wording

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”).

Current wording

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 nine-month periods ended September 26, 2025 included in this Quarterly Report on Form 10-Q (“Report”).

Previous wording

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.

Current wording

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 or other trade-related impacts, expected impacts of the U.S. government shutdown, 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 or geopolitical 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.

Previous wording

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

Current wording

•Conditions in the global economy, the particular markets we serve and the financial markets (including economic impacts from the U.S. government shutdown that began in October 2025) can adversely affect our business and financial statements.

Previous wording

•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.

Current wording

•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 2025 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 and healthcare-related topics. Delays in National Institutes of Health (“NIH”) funding related to the U.S. government shutdown that commenced in October 2025 may also negatively affect our business and financial statements.

Previous wording

•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.

Current wording

•From time to time our outstanding debt has increased significantly as a result of acquisitions and other factors, 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.

Previous wording

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.

Current wording

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, increasing regulation and a rapidly evolving global trade environment. The Company operates in a highly competitive business environment in most markets, and the Company’s long-term growth and profitability will depend in particular on its ability to expand its business in high-growth geographies and 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 and the evolving trade environment. The Company is making significant investments, organically and through acquisitions and investments, to address the rapid pace of technological change in its served markets and to position its manufacturing, research and development and customer-facing resources to be responsive to the Company’s customers throughout the world and improve the efficiency of the Company’s operations.

Previous wording

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.

Current wording

During the third quarter of 2025, the Company’s overall revenues and core sales increased 4.5% and 3.0%, respectively, compared to the comparable period of 2024. For the nine-month period ended September 26, 2025, overall revenues and core sales increased 2.5% and 1.5%, respectively, compared to the comparable prior year period. In both periods, the increase in core sales is due to higher core sales in the Biotechnology and Diagnostics segments that were partially offset by lower core sales in the Life Sciences segment. In the three and nine-month periods ended September 26, 2025, the impact of foreign currency increased reported sales by 1.5% and 1.0%, respectively. Price increases contributed 0.5% to sales growth on a year-over-year basis during both the three and nine-month periods ended September 26, 2025 and are reflected as a component of core sales above. For the definitions of “core sales” and “acquisitions” refer to “—Results of Operations” below.

Previous wording

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.

Current wording

Geographically, the Company’s sales in the three-month period ended September 26, 2025 in developed markets increased year-over-year by 5% and core sales in developed markets were up mid-single digits, primarily due to mid-single digit core sales increases in North America. The increase in core sales in developed markets was primarily driven by increases in the Diagnostics and Biotechnology segments, partially offset by decreased year-over-year core sales in the Life Sciences segment. For the same period, sales in high-growth markets increased year-over-year by 2% and core sales were up low-single digits as a mid-single digit decline in core revenue in China was more than offset by increased core sales in other regions. In the high-growth markets, the Life Sciences and Biotechnology segments’ increase in demand was partially offset by core sales declines in the Diagnostics segment. High-growth markets represented approximately 29% of the Company’s total sales in the third quarter of 2025. For additional information regarding the Company’s sales by geographical region during the three and nine-month periods ended September 26, 2025 and September 27, 2024, refer to Note 4 to the accompanying Consolidated Condensed Financial Statements.

Previous wording

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.

Current wording

The Company’s net earnings for the three and nine-month periods ended September 26, 2025 totaled $908 million and approximately $2.4 billion, or $1.27 and $3.37 per diluted common share, respectively, compared to $818 million and approximately $2.8 billion, or $1.12 and $3.80 per diluted common share, respectively, for the three and nine-month periods ended September 27, 2024. Impairment charges of $548 million ($409 million after-tax or $0.57 per diluted common share) recorded in the nine-month period ended September 26, 2025, net of impairment charges of $222 million ($169 million after-tax or $0.23 per diluted common share) recorded in the nine-month period ended September 27, 2024, and investment losses in the nine-month period ended September 26, 2025, net of investment gains in the nine-month period ended September 27, 2024, were the primary reasons for the year-over-year decline in net earnings and diluted net earnings per common share for the nine-month period ended September 26, 2025.

Previous wording

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.

Current wording

Currency exchange rates increased reported sales by approximately 1.5% and 1.0% for the three and nine-month periods ended September 26, 2025, respectively, compared to the comparable periods of 2024, primarily due to the exchange rates of the U.S. dollar compared to the euro and other major currencies. In future periods, strengthening of the U.S. dollar against other major currencies compared to the exchange rates in effect as of September 26, 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 September 26, 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.

Previous wording

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.

Current wording

Danaher operates a diversified global supply chain and sources parts and materials globally. During 2025, the U.S. has implemented significant new tariffs on imports from a wide range of countries, which has also prompted retaliatory tariffs by a number of countries, including tariffs and export restrictions on certain manufacturing components imposed by China and tariffs pursuant to trade agreements the U.S. has entered into with certain countries. In addition, a number of new tariffs have been threatened and the U.S. and other countries continue to negotiate trade arrangements and tariff levels. In August 2025, the U.S. Court of Appeals for the Federal Circuit ruled against certain of the U.S. tariffs that have been implemented. The U.S. administration has appealed this ruling and the U.S. Supreme Court has agreed to hear the case, with oral arguments anticipated in November 2025.

Previous wording

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 incur additional tariff costs that could be material and the Company’s revenue and profitability could be adversely impacted.

Current wording

Based on the tariffs enacted and in effect as of October 19, 2025 (the “enacted tariffs”), the Company anticipates incurring incremental tariff costs for the full year 2025 of several hundred million 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 incurs on finished goods shipped to customers. The Company expects to, and has thus far, 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 continue to offset the incremental cost from the enacted tariffs, the enacted tariffs negatively impact demand or the export restrictions negatively impact manufacturing, the Company’s revenue and profitability would be adversely impacted. If delayed tariffs come into effect or other additional tariffs are adopted, the Company would incur additional tariff costs that could be material and the Company’s revenue and profitability could be adversely impacted.

Previous wording

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.

Current wording

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, each of which may be exacerbated by the U.S. government shutdown that began in October 2025. In addition, the administration has changed the composition of and guidance from advisory panels on healthcare practices.

Previous wording

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.

Current wording

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 and a cautious bioprocessing equipment spending environment. Refer to “Risk Factors” for additional information.

Previous wording

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.

Current wording

Operating profit margins increased 260 basis points from 16.5% during the three-month period ended September 27, 2024 to 19.1% for the three-month period ended September 26, 2025.

Previous wording

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.

Current wording

Operating profit margins decreased 180 basis points from 19.8% during the nine-month period ended September 27, 2024 to 18.0% for the nine-month period ended September 26, 2025.

Previous wording

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

Current wording

•First nine months of 2024 acquisition-related fair value adjustment to inventory - 15 basis points

Previous wording

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.

Current wording

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 nine-month periods ended September 26, 2025 and are reflected as a component of core sales above.

Previous wording

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.

Current wording

Total segment sales increased 9.0% and 7.5% during the three and nine-month periods, respectively. The increase in segment sales in the three and nine-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 in both periods was led by increased sales of consumables, partially offset by declines in equipment sales. Geographically, the increase in core sales was led by North America in the three-month period and North America and Western Europe in the nine-month period. Based on the current market conditions, the Company expects a cautious equipment spending environment through the remainder of the year.

Previous wording

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.

Current wording

The year-over-year increase in core sales in the segment was led by high-single digit increases in core sales in the bioprocessing business in both the three and nine-month periods and was primarily driven by improved consumables demand from large pharmaceutical customers, partially offset by lower year-over-year demand for equipment. Core sales in the discovery and medical business increased year-over-year as demand for medical and lab filtration consumables more than offset lower demand for protein research equipment in the life science research end-markets.

Previous wording

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.

Current wording

Amortization of intangible assets as a percentage of sales decreased during both the three and nine-month periods ended September 26, 2025 as compared to the comparable periods of 2024, primarily as a result of the increase in sales.

Previous wording

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.

Current wording

Price increases in the segment contributed 1.0% and 0.5% to the change in sales on a year-over-year basis during the three and nine-month periods ended September 26, 2025, respectively, and are reflected as a component of core sales above.

Previous wording

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.

Current wording

Total segment sales increased 0.5% and decreased 1.0% during the three and nine-month periods ended September 26, 2025, respectively. The sales increase during the three-month period was driven by currency exchange rates, partially offset by a decline in core sales. The sales decline during the nine-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 the three-month period ended September 26, 2025 was driven by a decline in consumables sales, partially offset by increased demand for equipment. In the nine-month period ended September 26, 2025, the year-over-year decrease in total segment core sales was driven by declines in both consumables and equipment sales. Lower funding levels at emerging biotechnology customers and in the academic and government end-markets reduced demand for the segment’s products in both periods. Geographically, the core sales decline in both periods was led by North America.

Previous wording

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.

Current wording

The year-over-year decrease in segment core sales in the three and nine-month periods was led by the life science consumables businesses, primarily in North America, driven by lower demand for the plasmids and mRNA product lines at two large customers and lower funding levels at emerging biotechnology and academic research customers. In the life science instruments businesses, core sales increased in the three-month period and decreased in the nine-month period, as declines in equipment demand in both periods was more than offset by increased demand for consumables and software in the three-month period. In both periods, core sales in the microscopy and mass spectrometry businesses decreased, while core sales at the flow cytometry and lab automation solutions business increased. During both periods, year-over-year core sales increased in the filtration business. In the three-month period, core sales in filtration increased in all major end-markets while in the nine-month period, increased demand in the microelectronic and aerospace end-markets more than offset decreased year-over-year demand in the energy-related end-market.

Previous wording

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

Current wording

•First nine months of 2024 acquisition-related fair value adjustment to inventory - 45 basis points

Previous wording

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.

Current wording

Depreciation and amortization of intangible assets increased as a percentage of sales during both the three and nine-month periods ended September 26, 2025, primarily due to the impact of acquisitions.

Previous wording

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.

Current wording

Price decreases in the segment of 1.5% and 1.0%, attributable to the impact of sales promotions and factors discussed below, negatively impacted the year-over-year change in sales during both the three and nine-month periods ended September 26, 2025, respectively, and are reflected as a component of core sales above.

Previous wording

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.

Current wording

Total segment sales increased 4.0% 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 increased 1.0% during the nine-month period primarily as a result of increased core sales, net of the impact of divestitures. In the three and nine-month periods, the increase in segment core sales was primarily driven by increased year-over-year demand for consumables. Geographically, increased core sales in North America and most other major markets were partially offset by decreased core sales in China in both periods attributable to the pricing impact of China’s volume-based procurement program and healthcare reimbursement changes.

Previous wording

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.

Current wording

During the three-month period, core sales growth in the molecular diagnostics business increased year-over-year primarily due to increased core sales in respiratory tests. During the nine-month period, core sales increased year-over-year as increased core sales of non-respiratory tests more than offset decreased core sales of respiratory tests. The Company believes that third quarter 2025 demand for respiratory tests was driven in part by customers purchasing in preparation for the upcoming respiratory season, which may adversely impact demand for such tests in the fourth quarter of 2025. In the segment’s clinical diagnostics businesses core sales increased during both the three and nine-month periods on a year-over-year basis, led by the pathology diagnostics business. In the clinical lab business, increased year-over-year core sales outside of China, led by North America, more than offset core sales declines in China in both the three and nine-month periods, due to the impact of China’s volume-based procurement program and healthcare reimbursement changes.

Previous wording

•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

Current wording

•The impact of product mix and currency exchange rates, net of higher 2025 core sales and improvements in leverage from the segment’s operational and administrative cost structure - 85 basis points

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

Cost of sales increased year-over-year during both the three and nine-month periods ended September 26, 2025 as compared to the comparable periods in 2024. The increase during both periods was primarily due to the impact of higher year-over-year sales volumes, currency exchange rates and product mix. The increase during the nine-month period also reflected a $15 million impairment charge related to a facility in the Biotechnology segment. These increases were partially offset by a $25 million acquisition-related charge associated with the fair value adjustment to inventory recorded in the first nine months of 2024 in connection with the acquisition of Abcam plc.

Previous wording

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.

Current wording

Year-over-year gross profit margin decreased during the three-month period ended September 26, 2025 as compared to the comparable period in 2024 primarily due to product mix, the impact of currency exchange rates 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 remained consistent in the nine-month period ended September 26, 2025 as compared to the comparable prior year period as higher year-over-year sales volumes and the impact of product mix were offset by the impact of currency exchange rates and tariff costs. Gross margin was also impacted by the acquisition-related charge recorded in the first nine months of 2024, net of the facility impairment recorded in the first nine months of 2025, both referenced above.

Previous wording

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.

Current wording

SG&A expenses as a percentage of sales decreased year-over-year during the three-month period ended September 26, 2025 and increased year-over-year during the nine-month period ended September 26, 2025 as compared to the comparable periods in 2024. The decrease during the three-month period was primarily due to the $222 million impairment charge recorded in the third quarter of 2024, partially offset by the $101 million of impairment charges incurred in the third quarter of 2025. To a lesser extent, the decrease was driven by incremental year-over-year cost savings associated with continuing productivity improvement initiatives and cost structure improvements, net of a year-over-year increase in costs incurred for productivity improvement actions. The increase in SG&A as a percentage of sales during the nine-month period ended September 26, 2025 was primarily driven by the $548 million of impairment charges recorded in the first nine months of 2025, partially offset by the $222 million impairment charge recorded in the third quarter of 2024. To a lesser extent, the increase was driven by 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 charges.

Previous wording

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.

Current wording

R&D expenses (consisting principally of internal and contract engineering personnel costs) as a percentage of sales decreased during the three-month period ended September 26, 2025 and remained essentially flat during the nine-month period ended September 26, 2025 as compared to the comparable periods of 2024. The decrease in the three-month period was primarily a result of the timing of spending on new product research and the impact of higher year-over-year sales. In the nine-month period, increased R&D spending correlated to the increase in sales.

Previous wording

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.

Current wording

For a description of the Company’s other income (expense), net during the three and nine-month periods ended September 26, 2025 and September 27, 2024, refer to Note 7 to the accompanying Consolidated Condensed Financial Statements.

Previous wording

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.

Current wording

Interest expense of $67 million and $210 million for the three and nine-month periods ended September 26, 2025, respectively, was $20 million lower and $7 million lower than the comparable periods of 2024, due primarily to a lower average interest rate on the Company’s commercial paper borrowings versus the comparable periods of 2024, partially offset by the impact of currency exchange rates.

Previous wording

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.

Current wording

Interest income of $3 million and $17 million for the three and nine-month periods ended September 26, 2025, respectively, was $1 million lower and $86 million lower than the comparable periods of 2024, due primarily to lower average cash balances in 2025 as a result of share repurchases.

Previous wording

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%.

Current wording

For the three-month period ended September 27, 2024, the effective tax rate included the tax effect from an intangible asset impairment in a jurisdiction with a higher statutory tax rate than the Company’s effective tax rate, which reduced the effective tax rate by 1.4%. There was no net discrete tax benefit in the three-month period, as excess tax benefits from stock-based compensation were offset by other discrete tax charges.

Previous wording

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%.

Current wording

For the nine-month period ended September 26, 2025, the effective tax rate was reduced by the tax effect from intangible asset impairments in jurisdictions with higher statutory tax rates than the Company’s effective tax rate, the remeasurement of deferred taxes in a jurisdiction which enacted a tax rate change and the release of reserves for uncertain tax positions due to the expiration of statutes of limitations, partially offset by a valuation allowance recorded on certain foreign operating losses and changes in uncertain tax positions. The net impact reduced the effective tax rate by 1.2%.