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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2024


☐			TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-08089

DHR Logo.jpg

DANAHER CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		59-1995548
(State of Incorporation)		(I.R.S. Employer Identification Number)

2200 Pennsylvania Avenue, N.W., Suite 800W		20037-1701
Washington,	DC
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 202-828-0850


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	DHR	New York Stock Exchange
0.200% Senior Notes due 2026	DHR/26	New York Stock Exchange
2.100% Senior Notes due 2026	DHR 26	New York Stock Exchange
1.200% Senior Notes due 2027	DHR/27	New York Stock Exchange
0.450% Senior Notes due 2028	DHR/28	New York Stock Exchange
2.500% Senior Notes due 2030	DHR 30	New York Stock Exchange
0.750% Senior Notes due 2031	DHR/31	New York Stock Exchange
1.350% Senior Notes due 2039	DHR/39	New York Stock Exchange
1.800% Senior Notes due 2049	DHR/49	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐

Non-accelerated Filer	☐	Smaller Reporting Company	☐

Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

The number of shares of common stock outstanding at October 17, 2024 was 722,275,141.

DANAHER CORPORATION

INDEX

FORM 10-Q


		Page
PART I -	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Condensed Balance Sheets	1

	Consolidated Condensed Statements of Earnings	2

	Consolidated Condensed Statements of Comprehensive Income	3

	Consolidated Condensed Statements of Stockholders’ Equity	4

	Consolidated Condensed Statements of Cash Flows	5

	Notes to Consolidated Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	38

PART II -	OTHER INFORMATION

Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 5.	Other Information	39

Item 6.	Exhibits	40

	Signatures	41

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

($ in millions, except per share amount)

(unaudited)


	September 27, 2024		December 31, 2023
ASSETS
Current assets:
Cash and equivalents	$	2,627	$	5,864
Trade accounts receivable, less allowance for doubtful accounts of $135 and $120, respectively	3,507		3,922
Inventories:
Finished goods	1,353		1,282
Work in process	498		459
Raw materials	827		853
Total inventories	2,678		2,594
Prepaid expenses and other current assets	1,248		1,557
Total current assets	10,060		13,937
Property, plant and equipment, net of accumulated depreciation of $4,202 and $3,826, respectively	4,843		4,553
Other long-term assets	3,685		3,644
Goodwill	42,173		41,608
Other intangible assets, net	19,854		20,746
Total assets	$	80,615	$	84,488
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current portion of long-term debt	$	1,200	$	1,695
Trade accounts payable	1,596		1,766
Accrued expenses and other liabilities	4,543		4,813
Total current liabilities	7,339		8,274
Other long-term liabilities	5,647		6,017
Long-term debt	16,324		16,707
Stockholders’ equity:

Common stock - $0.01 par value, 2.0 billion shares authorized; 883.9 million issued and 722.2 million outstanding as of September 27, 2024; 880.5 million issued and 739.2 million outstanding as of December 31, 2023	9		9
Additional paid-in capital	9,304		14,151
Retained earnings	43,296		41,074
Accumulated other comprehensive income (loss)	(1,310)		(1,748)
Total Danaher stockholders’ equity	51,299		53,486
Noncontrolling interests	6		4
Total stockholders’ equity	51,305		53,490
Total liabilities and stockholders’ equity	$	80,615	$	84,488

See the accompanying Notes to the Consolidated Condensed Financial Statements.

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

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

(unaudited)


	Three-Month Period Ended				Nine-Month Period Ended
	September 27, 2024		September 29, 2023		September 27, 2024			September 29, 2023
Sales	$	5,798	$	5,624	$	17,337		$	17,485
Cost of sales	(2,397)		(2,349)		(7,021)			(7,230)
Gross profit	3,401		3,275		10,316			10,255
Operating costs:
Selling, general and administrative expenses	(2,060)		(1,728)		(5,736)			(5,294)
Research and development expenses	(383)		(362)		(1,142)			(1,096)

Operating profit	958		1,185		3,438			3,865
Nonoperating income (expense):
Other income (expense), net	102		(47)		7			(38)


Interest expense	(87)		(70)		(217)			(201)
Interest income	4		79		103			186
Earnings before income taxes	977		1,147		3,331			3,812
Income taxes	(159)		(207)		(518)			(712)
Net earnings from continuing operations	818		940		2,813			3,100
Earnings from discontinued operations, net of income taxes	—		189		—			585
Net earnings	818		1,129		2,813			3,685
Mandatory convertible preferred stock dividends	—		—		—			(21)
Net earnings attributable to common stockholders	$	818	$	1,129	$	2,813		$	3,664
Net earnings per common share from continuing operations:
Basic	$	1.13	$	1.27	$	3.83		$	4.19
Diluted	$	1.12	$	1.26	$	3.80	(a)	$	4.15
Net earnings per common share from discontinued operations:
Basic	$	—	$	0.26	$	—		$	0.80
Diluted	$	—	$	0.25	$	—		$	0.79	(a)
Net earnings per common share:
Basic	$	1.13	$	1.53	$	3.83		$	4.98	(a)(b)
Diluted	$	1.12	$	1.51	$	3.80	(a)	$	4.94
Average common stock and common equivalent shares outstanding:
Basic	723.0		739.4		733.8			735.4
Diluted	729.4		745.9		740.1			742.1

(a) Net earnings per common share amounts for the relevant three-month periods do not add to the nine-month period amount due to rounding.

(b) Net earnings per common share amounts do not add due to rounding.

See the accompanying Notes to the Consolidated Condensed Financial Statements.

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

($ in millions)

(unaudited)


	Three-Month Period Ended				Nine-Month Period Ended
	September 27, 2024		September 29, 2023		September 27, 2024		September 29, 2023
Net earnings	$	818	$	1,129	$	2,813	$	3,685
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	1,216		(303)		389		(982)
Pension and postretirement plan benefit adjustments	2		1		6		1

Cash flow hedge adjustments	63		(81)		43		(106)
Total other comprehensive income (loss), net of income taxes	1,281		(383)		438		(1,087)

Comprehensive income	$	2,099	$	746	$	3,251	$	2,598

See the accompanying Notes to the Consolidated Condensed Financial Statements.

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

($ in millions)

(unaudited)


	Three-Month Period Ended				Nine-Month Period Ended
	September 27, 2024		September 29, 2023		September 27, 2024		September 29, 2023
Preferred stock:
Balance, beginning of period	$	—	$	—	$	—	$	1,668
Conversion of Mandatory Convertible Preferred Stock to common stock	—		—		—		(1,668)
Balance, end of period	$	—	$	—	$	—	$	—
Common stock:



Balance, beginning and end of period	$	9	$	9	$	9	$	9
Additional paid-in capital:
Balance, beginning of period	$	9,806	$	13,939	$	14,151	$	12,072
Common stock-based award	144		146		372		345
Repurchase of common stock, including excise taxes	(646)		—		(5,222)		—

Common stock issued in connection with Mandatory Convertible Preferred Stock conversions	—		—		—		1,668



Acquisition of controlling interests	—		—		3		—

Balance, end of period	$	9,304	$	14,085	$	9,304	$	14,085
Retained earnings:
Balance, beginning of period	$	42,673	$	41,344	$	41,074	$	39,205

Net earnings	818		1,129		2,813		3,685
Common stock dividends declared	(195)		(201)		(591)		(597)
Mandatory Convertible Preferred Stock dividends declared	—		—		—		(21)
Balance, end of period	$	43,296	$	42,272	$	43,296	$	42,272
Accumulated other comprehensive income (loss):
Balance, beginning of period	$	(2,591)	$	(3,576)	$	(1,748)	$	(2,872)

Other comprehensive income (loss)	1,281		(383)		438		(1,087)
Balance, end of period	$	(1,310)	$	(3,959)	$	(1,310)	$	(3,959)
Noncontrolling interests:
Balance, beginning of period	$	5	$	8	$	4	$	8

Change in noncontrolling interests	1		—		2		—
Balance, end of period	$	6	$	8	$	6	$	8
Total stockholders’ equity, end of period	$	51,305	$	52,415	$	51,305	$	52,415

See the accompanying Notes to the Consolidated Condensed Financial Statements.

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

($ in millions)

(unaudited)


	Nine-Month Period Ended
	September 27, 2024		September 29, 2023
Cash flows from operating activities:
Net earnings	$	2,813	$	3,685
Less: earnings from discontinued operations, net of income taxes	—		(585)
Net earnings from continuing operations	2,813		3,100
Noncash items:
Depreciation	534		497
Amortization of intangible assets	1,223		1,111
Amortization of acquisition-related inventory fair value step-up	25		—
Stock-based compensation expense	231		245

Investment (gains) losses	(7)		43
Impairment charges	222		42
Change in trade accounts receivable, net	482		711
Change in inventories	(117)		(53)
Change in trade accounts payable	(186)		(314)
Change in prepaid expenses and other assets	299		332
Change in accrued expenses and other liabilities	(850)		(815)
Total operating cash provided by continuing operations	4,669		4,899
Total operating cash provided by discontinued operations	—		646
Net cash provided by operating activities	4,669		5,545
Cash flows from investing activities:
Cash paid for acquisitions	(525)		—
Payments for additions to property, plant and equipment	(876)		(949)
Proceeds from sales of property, plant and equipment	12		6
Payments for purchases of investments	(188)		(152)
Proceeds from sales of investments	251		33

All other investing activities	39		31
Total investing cash used in continuing operations	(1,287)		(1,031)
Total investing cash used in discontinued operations	—		(33)
Total cash used in investing activities	(1,287)		(1,064)
Cash flows from financing activities:
Proceeds from the issuance of common stock in connection with stock-based compensation, net	143		51


Payment of dividends	(573)		(621)
Net borrowings (maturities longer than 90 days)	—		2,605
Net proceeds from (repayments of) borrowings (maturities of 90 days or less)	1		(9)

Net repayments of borrowings (maturities longer than 90 days)	(974)		—

Payments for repurchase of common stock	(5,170)		—
All other financing activities	(120)		(53)
Total cash (used in) provided by financing activities	(6,693)		1,973
Effect of exchange rate changes on cash and equivalents	74		(172)
Net change in cash and equivalents	(3,237)		6,282
Beginning balance of cash and equivalents	5,864		5,995
Ending balance of cash and equivalents	$	2,627	$	12,277
Supplemental disclosures:
Cash interest payments	$	280	$	289
Cash income tax payments	933		1,170

See the accompanying Notes to the Consolidated Condensed Financial Statements.

DANAHER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. GENERAL

The Consolidated Condensed Financial Statements included herein have been prepared by Danaher Corporation (“Danaher” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In this quarterly report, the terms “Danaher” or the “Company” refer to Danaher Corporation, Danaher Corporation and its consolidated subsidiaries, or the consolidated subsidiaries of Danaher Corporation, as the context requires. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to SEC rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The Consolidated Condensed Financial Statements included herein should be read in conjunction with the financial statements as of and for the year ended December 31, 2023 and the Notes thereto included in the Company’s 2023 Annual Report on Form 10-K filed on February 21, 2024 (the “2023 Annual Report”).

In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of September 27, 2024 and December 31, 2023, its results of operations for the three and nine-month periods ended September 27, 2024 and September 29, 2023 and its cash flows for each of the nine-month periods then ended.

There have been no changes to the Company’s significant accounting policies described in the Company’s 2023 Annual Report that have a material impact on the Company’s Consolidated Condensed Financial Statements and the related Notes. Reclassifications of certain prior year amounts have been made to conform to the current year presentation.

Accounting Standards Recently Adopted—In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures. The ASU requires additional disclosures about reportable segments’ significant expenses on an interim and annual basis. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and it will first apply to the Company’s annual disclosures for the year ending December 31, 2024.

Accounting Standards Not Yet Adopted—In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The ASU expands disclosures in the income tax rate reconciliations table and cash taxes paid and is effective for annual periods beginning after December 15, 2024. This accounting standard will increase the tax disclosures in the Company’s annual reporting but will have no impact on reported income tax expense or related tax assets or liabilities.

Prepaid Expenses and Other Current Assets—Prepaid expenses and other current assets primarily result from advance payments to vendors for goods and services which are capitalized until the related goods are received or services are performed and advance payments to tax authorities. The Company’s prepaid expenses and other current assets balances as of September 27, 2024 and December 31, 2023 are primarily comprised of prepaid expenses of $591 million and $771 million, respectively, and taxes receivable for income and other taxes of $590 million and $715 million, respectively.

Operating Leases—As of September 27, 2024 and December 31, 2023, operating lease right-of-use assets where the Company was the lessee were approximately $1.2 billion and $1.1 billion, respectively, and are included within other long-term assets in the accompanying Consolidated Condensed Balance Sheets. The associated operating lease liabilities were approximately $1.3 billion and $1.1 billion as of September 27, 2024 and December 31, 2023, respectively, and are included in accrued expenses and other liabilities and other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets.

Contingencies—The Company reviews the adequacy of its legal reserves on a quarterly basis and establishes reserves for loss contingencies that are both probable and reasonably estimable. For a further description of the Company’s litigation and contingencies, refer to Note 18 of the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s 2023 Annual Report.

NOTE 2. ACQUISITIONS

For a description of the Company’s acquisition activity for the year ended December 31, 2023, reference is made to the financial statements as of and for the year ended December 31, 2023 and Note 2 thereto included in the Company’s 2023 Annual Report.

The Company continually evaluates potential acquisitions that either strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s financial statements. This goodwill arises because the purchase prices for these businesses exceed the fair value of acquired identifiable net assets due to the purchase prices reflecting a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses, the avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance the Company’s existing product offerings to key target markets and enter into new and profitable businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations.

The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including earnings before interest, taxes, depreciation and amortization (“EBITDA”), revenue, revenue growth rates, royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by future economic and market conditions. The Company engages third-party valuation specialists who review the Company’s critical assumptions and calculations of the fair value of acquired intangible assets in connection with significant acquisitions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment.

During the nine-month period ended September 27, 2024, the Company acquired two businesses for total consideration of $525 million in cash, net of cash acquired. The businesses acquired complement existing units of the Company’s Life Sciences segment. The Company is continuing to evaluate certain pre-acquisition contingencies associated with the 2023 acquisition of Abcam plc (“Abcam”) and its 2024 acquisitions and is also in the process of obtaining valuations of certain acquisition-related assets and liabilities in connection with these acquisitions. The Company will make any appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

The following summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for the nine-month period ended September 27, 2024 ($ in millions):



Trade accounts receivable	$	40
Inventories	1
Property, plant and equipment	2
Goodwill	280
Other intangible assets, primarily technology and customer relationships	411



Deferred tax liabilities	(64)
Other assets and liabilities, net	5

Net assets acquired	675
Less: noncash consideration	(150)
Net cash consideration	$	525

The noncash consideration of $150 million reflects the Company’s equity-method investment in one of the acquired businesses. As a result of the acquisition, the Company realized a gain on the step-up of the equity-method investment of $24 million. This realized gain is recorded in Other income in the three and nine-month periods ended September 27, 2024.

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the 2023 and 2024 acquisitions as if they had occurred as of January 1, 2023, including the results from operations for the acquired businesses as well as the impact of assumed financing of the transaction and the impact of the purchase price allocation (including the amortization of acquired intangible assets). The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time ($ in millions, except per share amounts):


	Three-Month Period Ended				Nine-Month Period Ended
	September 27, 2024		September 29, 2023		September 27, 2024		September 29, 2023
Sales	$	5,798	$	5,770	$	17,376	$	17,913
Net earnings from continuing operations	818		896		2,837		2,883
Diluted net earnings per common share from continuing operations(a)	1.12		1.20		3.83		3.86

(a) Diluted net earnings per common share from continuing operations for the nine-month period ended September 29, 2023 is calculated by deducting the Mandatory Convertible Preferred Stock (“MCPS”) dividends from net earnings from continuing operations for the anti-dilutive MCPS shares (refer to Note 4 for additional information).

The nine-month period ended September 27, 2024 unaudited pro forma net earnings from continuing operations set forth above were adjusted to exclude the pretax impact of a $25 million nonrecurring acquisition date fair value adjustment to inventory related to the acquisition of Abcam. The nine-month period ended September 29, 2023 unaudited pro forma net earnings from continuing operations were adjusted to include the pretax impact of $92 million of nonrecurring acquisition date fair value adjustments to inventory and the settlement of pre-acquisition share-based payment awards related to the acquisition of Abcam, reflecting these fourth quarter of 2023 and first quarter of 2024 charges as if the acquisition had occurred as of January 1, 2023.

NOTE 3. DISCONTINUED OPERATIONS

On September 30, 2023, the Company completed the separation (the “Separation”) of Veralto Corporation (“Veralto”). For additional details on the Separation, reference is made to the financial statements as of and for the year ended December 31, 2023 and Note 3 thereto included in the Company’s 2023 Annual Report. The accounting requirements for reporting the Separation of Veralto as a discontinued operation were met when the Separation was completed. Accordingly, the accompanying Consolidated Condensed Financial Statements for all periods presented reflect this business as a discontinued operation.

In connection with the Separation, Danaher and Veralto entered into various agreements to effect the Separation and provide a framework for their relationship after the Separation, including a separation and distribution agreement, transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement and a Danaher Business System license agreement. These agreements provide for the allocation between Danaher and Veralto of assets, employees, liabilities and obligations (including investments, property, employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Veralto’s separation from Danaher and govern certain relationships between Danaher and Veralto after the Separation.

The key components of income from discontinued operations for the three and nine-month periods ended September 29, 2023 were as follows ($ in millions):



	Three-Month Period Ended		Nine-Month Period Ended
Sales	$	1,249	$	3,712
Cost of sales	(524)		(1,556)
Selling, general and administrative expenses	(417)		(1,192)
Research and development expenses	(55)		(168)
Other income (expense)	—		(14)
Interest expense	(3)		(7)


Income from discontinued operations before income taxes	250		775


Income tax expense	(61)		(190)
Earnings from discontinued operations, net of income taxes	$	189	$	585

NOTE 4. NET EARNINGS PER COMMON SHARE

Basic net earnings per common share from continuing operations (“EPS”) is calculated by taking net earnings from continuing operations less the MCPS dividends divided by the weighted average number of common shares outstanding for the applicable period. Diluted net EPS from continuing operations is computed by taking net earnings from continuing operations less the MCPS dividends divided by the weighted average number of common shares outstanding increased by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued and reduced by the number of shares the Company could have repurchased with the proceeds from the issuance of the potentially dilutive shares. For the three-month periods ended September 27, 2024 and September 29, 2023, approximately 305 thousand and 2.5 million options, respectively, and for the nine-month periods ended September 27, 2024 and September 29, 2023, approximately 1.2 million and 3.2 million options, respectively, to purchase shares were excluded from the diluted EPS calculation, as the impact of their inclusion would have been anti-dilutive. Basic and diluted EPS are computed independently for each quarter and year-to-date period, and each period involves the use of different weighted-average share count figures. As a result, and after factoring the effect of rounding to the nearest cent per share, the sum of prior quarterly EPS figures may not equal year-to-date EPS.

The impact of the MCPS Series B calculated under the if-converted method was anti-dilutive for the nine-month period ended September 29, 2023, and as such 3.4 million weighted average shares underlying the MCPS Series B were excluded from the calculation of diluted EPS and the related MCPS dividends of $21 million were included in the calculation of net earnings for diluted EPS. As of April 17, 2023, all outstanding shares of the MCPS converted into 8.6 million shares of the Company’s common stock.

Information related to the calculation of net earnings per common share from continuing operations is summarized as follows ($ and shares in millions, except per share amounts):


	Three-Month Period Ended				Nine-Month Period Ended
	September 27, 2024		September 29, 2023		September 27, 2024		September 29, 2023
Numerator:
Net earnings from continuing operations	$	818	$	940	$	2,813	$	3,100
MCPS dividends	—		—		—		(21)
Net earnings from continuing operations attributable to common stockholders for Basic and Diluted EPS	$	818	$	940	$	2,813	$	3,079




Denominator:
Weighted average common shares outstanding used in Basic EPS	723.0		739.4		733.8		735.4
Incremental common shares from:
Assumed exercise of dilutive options and vesting of dilutive restricted stock units (“RSUs”) and performance stock units (“PSUs”)	6.4		6.5		6.3		6.7


Weighted average common shares outstanding used in Diluted EPS	729.4		745.9		740.1		742.1

Basic EPS from continuing operations	$	1.13	$	1.27	$	3.83	$	4.19
Diluted EPS from continuing operations	$	1.12	$	1.26	$	3.80	$	4.15

NOTE 5. REVENUE

The following tables present the Company’s revenues disaggregated by geographical region and revenue type for the three and nine-month periods ended September 27, 2024 and September 29, 2023 ($ in millions). Sales taxes and other usage-based taxes collected from customers are excluded from revenue.


	Biotechnology		Life Sciences		Diagnostics		Total
For the Three-Month Period Ended September 27, 2024:
Geographical region:
North America(a)	$	503	$	796	$	1,157	$	2,456
Western Europe	587		365		368		1,320
Other developed markets(b)	78		120		101		299
High-growth markets(c)	485		501		737		1,723
Total	$	1,653	$	1,782	$	2,363	$	5,798

Revenue type:
Recurring	$	1,422	$	1,228	$	2,127	$	4,777
Nonrecurring	231		554		236		1,021
Total	$	1,653	$	1,782	$	2,363	$	5,798

For the Three-Month Period Ended September 29, 2023:
Geographical region:
North America(a)	$	593	$	728	$	1,054	$	2,375
Western Europe	508		356		334		1,198
Other developed markets(b)	78		117		105		300
High-growth markets(c)	485		505		761		1,751
Total	$	1,664	$	1,706	$	2,254	$	5,624

Revenue type:
Recurring	$	1,390	$	1,062	$	1,986	$	4,438
Nonrecurring	274		644		268		1,186
Total	$	1,664	$	1,706	$	2,254	$	5,624


	Biotechnology		Life Sciences		Diagnostics		Total
For the Nine-Month Period Ended September 27, 2024:
Geographical region:
North America(a)	$	1,624	$	2,362	$	3,536	$	7,522
Western Europe	1,700		1,111		1,154		3,965
Other developed markets(b)	238		361		295		894
High-growth markets(c)	1,328		1,463		2,165		4,956
Total	$	4,890	$	5,297	$	7,150	$	17,337

Revenue type:
Recurring	$	4,209	$	3,628	$	6,424	$	14,261
Nonrecurring	681		1,669		726		3,076
Total	$	4,890	$	5,297	$	7,150	$	17,337

For the Nine-Month Period Ended September 29, 2023:
Geographical region:
North America(a)	$	1,822	$	2,193	$	3,160	$	7,175
Western Europe	1,839		1,095		1,119		4,053
Other developed markets(b)	229		369		322		920
High-growth markets(c)	1,523		1,554		2,260		5,337
Total	$	5,413	$	5,211	$	6,861	$	17,485

Revenue type:
Recurring	$	4,435	$	3,205	$	6,056	$	13,696
Nonrecurring	978		2,006		805		3,789
Total	$	5,413	$	5,211	$	6,861	$	17,485

(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 September 27, 2024 and September 29, 2023, lease revenue was $93 million and $101 million, respectively. For the nine-month periods ended September 27, 2024 and September 29, 2023, lease revenue was $287 million and $300 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 September 27, 2024, the aggregate amount of the

transaction price allocated to remaining performance obligations was approximately $4.4 billion. The Company expects to recognize revenue on approximately 49% of the remaining performance obligations over the next 12 months, 26% over the subsequent 12 months, and the remainder recognized thereafter.

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (“contract assets”) and deferred revenue, customer deposits and billings in excess of revenue recognized (“contract liabilities”) on the Consolidated Condensed Balance Sheets. Contract assets and liabilities are reported on a net basis on the accompanying Consolidated Condensed Balance Sheets on a contract-by-contract basis at the end of each reporting period.

The Company often receives cash payments from customers in advance of the Company’s performance resulting in contract liabilities that are classified as either current or long-term in the Consolidated Condensed Balance Sheets based on the timing of when the Company expects to recognize revenue. As of September 27, 2024 and December 31, 2023, contract liabilities were approximately $1.6 billion and $1.7 billion, respectively, and are included within accrued expenses and other liabilities and other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. The decrease in the contract liability balance during the nine-month period ended September 27, 2024 was primarily a result of amounts recognized as revenue, partially offset by cash payments received in advance of satisfying performance obligations. Revenue recognized during the nine-month periods ended September 27, 2024 and September 29, 2023 that was included in the contract liability balance on December 31, 2023 and December 31, 2022, respectively, was approximately $1.1 billion in both periods.

NOTE 6. SEGMENT INFORMATION

The Company operates and reports its results in 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. Operating profit amounts in the Other segment consist of unallocated corporate costs and other costs not considered part of management’s evaluation of reportable segment operating performance. Intersegment amounts are not significant and are eliminated to arrive at consolidated totals.

Segment results are shown below ($ in millions):


	Three-Month Period Ended				Nine-Month Period Ended
	September 27, 2024		September 29, 2023		September 27, 2024		September 29, 2023
Sales:
Biotechnology	$	1,653	$	1,664	$	4,890	$	5,413
Life Sciences	1,782		1,706		5,297		5,211
Diagnostics	2,363		2,254		7,150		6,861
Total	$	5,798	$	5,624	$	17,337	$	17,485

Operating profit:
Biotechnology	$	390	$	417	$	1,177	$	1,493
Life Sciences	35		313		503		974
Diagnostics	615		539		2,001		1,640
Other	(82)		(84)		(243)		(242)
Total	$	958	$	1,185	$	3,438	$	3,865

NOTE 7. INCOME TAXES

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


	Three-Month Period Ended				Nine-Month Period Ended
	September 27, 2024		September 29, 2023		September 27, 2024		September 29, 2023
Effective tax rate	16.3	%	18.0	%	15.6	%	18.7	%

The Company operates globally, including in certain jurisdictions with lower tax rates than the United States (“U.S.”) federal statutory rate. Therefore, the impact of operating in such jurisdictions 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 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.

For the three-month period ended September 29, 2023, net discrete tax charges of $5 million, which increased the effective tax rate by 0.4%, related primarily to tax costs related to the separation of the Environmental & Applied Solutions business and changes in estimates associated with prior period uncertain tax positions, partially offset by excess tax benefits from stock-based compensation.

For the nine-month period ended September 27, 2024, aggregate net discrete tax benefits of $45 million, which reduced the effective tax rate by 1.4%, related primarily to excess tax benefits from stock-based compensation, release of reserves for uncertain tax positions due to the expiration of statutes of limitation and changes in estimates associated with prior period uncertain tax positions. The effective tax rate for this period also included the tax effect from the intangible asset impairment referenced above, which reduced the effective tax rate by 0.5%.

For the nine-month period ended September 29, 2023, net discrete tax charges of $24 million, which increased the effective tax rate by 0.6%, related primarily to tax costs related to the separation of the Environmental & Applied Solutions business, tax costs related to legal and operational actions taken to realign certain businesses and changes in estimates associated with prior period uncertain tax positions, partially offset by excess tax benefits from stock-based compensation and interest on prior year tax refunds.

In the fourth quarter of 2022, the U.S. Internal Revenue Service (“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 subsequent to 2018. Management believes the positions the Company has taken in its U.S. tax returns are in accordance with the relevant tax laws.

For a description of the Company’s significant tax matters, reference is made to the financial statements as of and for the year ended December 31, 2023 and Note 7 thereto included in the Company’s 2023 Annual Report.

NOTE 8. OTHER INCOME (EXPENSE), NET

The following sets forth the components of the Company’s other income (expense), net ($ in millions):


	Three-Month Period Ended				Nine-Month Period Ended
	September 27, 2024		September 29, 2023		September 27, 2024		September 29, 2023
Other components of net periodic benefit costs	$	(1)	$	1	$	—	$	5
Investment gains (losses):
Realized investment gains (losses)	198		120		159		120
Unrealized investment gains (losses)	(95)		(168)		(152)		(163)
Total investment gains (losses)	103		(48)		7		(43)

Total other income (expense), net	$	102	$	(47)	$	7	$	(38)

Other Components of Net Periodic Benefit Costs

The Company disaggregates the service cost component of net periodic benefit costs of noncontributory defined benefit pension plans and other postretirement employee benefit plans. The service cost component is presented in cost of goods sold and selling, general and administrative expenses. The other components of net periodic benefit costs are presented in other income (expense), net. These other components of net periodic benefit costs include the assumed rate of return on plan assets, partially offset by amortization of actuarial losses and interest.

Investment Gains (Losses)

For investments in equity securities without readily available fair values, the Company has elected the measurement alternative to record these investments at cost and to adjust for impairments and observable price changes with a same or similar security from the same issuer within net earnings (the “Fair Value Alternative”). Additionally, the Company is a limited partner in partnerships that invest 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. The investment gains (losses) include realized and unrealized gains and losses related to changes in the fair value of the Company’s investments in equity securities and the Company’s equity in earnings of the partnerships that reflect the changes in fair value of the investments of the partnerships, and related management fees and operating expenses. In the third quarter of 2024, the Company sold a portion of its shares of an equity method investment and recorded a realized investment gain of $180 million ($135 million after-tax) for the three and nine-month periods ended September 27, 2024.

NOTE 9. GOODWILL AND OTHER INTANGIBLE ASSETS

The following is a rollforward of the Company’s goodwill ($ in millions):


Balance, December 31, 2023	$	41,608
Attributable to 2024 acquisitions	280

Adjustments due to finalization of purchase price allocations	(25)
Foreign currency translation and other	310
Balance, September 27, 2024	$	42,173

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


	September 27, 2024		December 31, 2023
Biotechnology	$	22,533	$	22,477
Life Sciences	12,708		12,221
Diagnostics	6,932		6,910
Total	$	42,173	$	41,608

The Company reviews identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.

During the third quarter of 2024, the Company concluded that it had an impairment indicator for an indefinite-lived trade name within the genomics consumable business included in the Life Sciences segment. This determination was primarily the result of softness in the genomics market, including but not limited to the discontinuation of drug development programs announced in the third quarter and weaker demand at some of the business’s larger customers as well as reduced demand due to the reprioritization of drug development programs at other customers. The Company engaged a third-party valuation specialist to assist in the valuation of the trade name using a relief from royalty method of valuation. The significant assumptions in the relief from royalty method include, but were not limited to, revenue growth rates (including perpetual growth rates), royalty rates and discount rates. The Company recorded a non-cash impairment charge of $222 million pretax ($169 million after-tax) related to the indefinite-lived trade name for the three and nine-months ended September 27, 2024, which is included in selling, general and administrative expenses in the Consolidated Condensed Statements of Earnings. After recognition of the impairment, the net book value of the trade name was $508 million as of September 27, 2024, and 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 asset group and the related reporting unit goodwill for impairment as of September 27, 2024, and in both cases the Company identified no impairment.

The Company has not identified any other “triggering” events which indicate an impairment of goodwill in 2024.

Additionally, the Company identified impairment triggers in the second quarter of 2023 which resulted in impairment charges of certain long-lived assets, including technology and other assets. In the nine-month period ended September 29, 2023, the Company recorded impairment charges of $28 million related to these long-lived assets and $14 million related to a facility, which total $42 million pretax ($32 million after-tax).

NOTE 10. FAIR VALUE MEASUREMENTS

Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Company’s assets and liabilities are required to be carried at fair value and provide for certain disclosures related to the valuation methods used within a valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation. Level 3 inputs are unobservable inputs based on the Company’s assumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

A summary of financial assets that are measured at fair value on a recurring basis were as follows ($ in millions):


	Balance				Quoted Prices in Active Market (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	September 27, 2024		December 31, 2023		September 27, 2024		December 31, 2023		September 27, 2024		December 31, 2023		September 27, 2024		December 31, 2023
Assets:
Available-for-sale debt securities	$	—	$	5	$	—	$	—	$	—	$	5	$	—	$	—
Investment in equity securities	221		234		7		16		—		—		—		—
Cross-currency swap derivative contracts	302		291		—		—		302		291		—		—

Available-for-sale debt securities, which are included in other long-term assets in the accompanying Consolidated Condensed Balance Sheets, are measured at fair value using quoted prices reported by investment brokers and dealers based on the underlying terms of the security and comparison to similar securities traded on an active market. As of December 31, 2023, available-for-sale debt securities primarily included U.S. Treasury Notes and corporate debt securities.

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 fair value measurement disclosures noted above. As of both September 27, 2024 and December 31, 2023, the Company’s equity method investments included investments in partnerships with a carrying value of approximately $1.4 billion. Refer to Note 8 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 12 for additional information.

Fair Value of Other Financial Instruments

The carrying amounts and fair values of the Company’s other financial instruments were as follows ($ in millions):


	September 27, 2024				December 31, 2023
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Debt obligations:
Notes payable and current portion of long-term debt	$	1,200	$	1,194	$	1,695	$	1,672
Long-term debt	16,324		14,172		16,707		14,415

As of September 27, 2024 and December 31, 2023, 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.

NOTE 11. FINANCING

As of September 27, 2024, the Company was in compliance with all of its debt covenants. The components of the Company’s debt were as follows ($ in millions):


	Outstanding Amount
Description and Aggregate Principal Amount	September 27, 2024		December 31, 2023




Euro-denominated commercial paper (€930 million and €929 million, respectively)(e)	$	1,038	$	1,026



1.7% senior unsecured notes due 3/30/2024 (€900 million) (the “2024 Euronotes”)(f)	—		993

2.2% senior unsecured notes due 11/15/2024 ($700 million) (the “2024 Biopharma Notes”)(b)	700		699
3.35% senior unsecured notes due 9/15/2025 ($500 million) (the “2025 U.S. Notes”)(f)	500		499
0.2% senior unsecured notes due 3/18/2026 (€1.3 billion) (the “2026 Biopharma Euronotes”)(b)	1,393		1,376
2.1% senior unsecured notes due 9/30/2026 (€800 million) (the “2026 Euronotes”)(f)	892		881
0.3% senior unsecured notes due 5/11/2027 (¥30.8 billion) (the “2027 Yen Notes”)(d)	216		218
1.2% senior unsecured notes due 6/30/2027 (€600 million) (the “2027 Euronotes”)(a)	668		660
0.45% senior unsecured notes due 3/18/2028 (€1.3 billion) (the “2028 Biopharma Euronotes”)(b)	1,390		1,374
1.125% senior unsecured bonds due 12/08/2028 (CHF 210 million) (the “2028 CHF Bonds”)(c)	252		252
2.6% senior unsecured notes due 11/15/2029 ($800 million) (the “2029 Biopharma Notes”)(b)	797		797
2.5% senior unsecured notes due 3/30/2030 (€800 million) (the “2030 Euronotes”)(f)	893		883
0.75% senior unsecured notes due 9/18/2031 (€1.8 billion) (the “2031 Biopharma Euronotes”)(b)	1,945		1,923
0.65% senior unsecured notes due 5/11/2032 (¥53.2 billion) (the “2032 Yen Notes”)(d)	373		376
1.35% senior unsecured notes due 9/18/2039 (€1.3 billion) (the “2039 Biopharma Euronotes”)(b)	1,382		1,365
3.25% senior unsecured notes due 11/15/2039 ($900 million) (the “2039 Biopharma Notes”)(b)	891		891
4.375% senior unsecured notes due 9/15/2045 ($500 million) (the “2045 U.S. Notes”)(f)	499		499
1.8% senior unsecured notes due 9/18/2049 (€750 million) (the “2049 Biopharma Euronotes”)(b)	829		819
3.4% senior unsecured notes due 11/15/2049 ($900 million) (the “2049 Biopharma Notes”)(b)	890		890
2.6% senior unsecured notes due 10/01/2050 ($1.0 billion) (the “2050 U.S. Notes”)(f)	982		981
2.8% senior unsecured notes due 12/10/2051 ($1.0 billion) (the “2051 U.S. Notes”)(f)	985		984
Other	9		16









Total debt	17,524		18,402
Less: currently payable	(1,200)		(1,695)
Long-term debt	$	16,324	$	16,707

(a) Issued by DH Europe Finance S.A. (“Danaher International”).

(b) Issued by DH Europe Finance II S.a.r.l. (“Danaher International II”).

(d) Issued by DH Japan Finance S.A. (“Danaher Japan”).

(e) Issued by Danaher Corporation or Danaher International II.

(f) Issued by Danaher Corporation.

Debt discounts, premiums and debt issuance costs totaled $99 million and $107 million as of September 27, 2024 and December 31, 2023, 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 14 of the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s 2023 Annual Report.

The Company has historically satisfied short-term liquidity needs that are not met through operating cash flow and available cash primarily through issuances of commercial paper under its U.S. dollar and euro-denominated commercial paper programs. The Company’s $5.0 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 2023 Annual Report.

As of September 27, 2024, borrowings outstanding under the Company’s euro-denominated commercial paper program had a weighted average annual interest rate of 3.7% and a weighted average remaining maturity of approximately 44 days. There were no borrowings outstanding under the U.S. dollar-denominated commercial paper program as of September 27, 2024.

Guarantors of Debt

The Company has guaranteed long-term debt and commercial paper issued by certain of its wholly-owned finance subsidiaries: Danaher International, Danaher International II, Danaher Switzerland and Danaher Japan. All of the outstanding and future securities issued by each of these entities are or will be fully and unconditionally guaranteed by the Company and these guarantees rank on parity with the Company’s unsecured and unsubordinated indebtedness.

Long-Term Debt Repayments

On April 2, 2024, the Company repaid the €900 million aggregate principal amount of the 2024 Euronotes upon their maturity using cash distributions received from Veralto prior to the Separation.

NOTE 12. HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses cross-currency swap derivative contracts to partially hedge its net investments in non-U.S. operations against adverse movements in exchange rates between the U.S. dollar and the Danish kroner, Japanese yen, euro and Swiss franc. These contracts are agreements to exchange fixed-rate payments in one currency for fixed-rate payments in another currency and effectively convert U.S. dollar-denominated bonds to obligations denominated in the hedged currency. These contracts also reduce the interest rate from the stated interest rates on the U.S. dollar-denominated debt to the interest rates of the swaps. The changes in the spot rate of these instruments are recorded in accumulated other comprehensive income (loss) (“OCI”) in stockholders’ equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated OCI. The interest income or expense from these swaps are recorded in interest expense in the accompanying Consolidated Condensed Statements of Earnings consistent with the classification of interest expense attributable to the underlying debt. These instruments mature on dates ranging from September 2025 to December 2031.

The Company also uses cross-currency swap derivative contracts to hedge U.S. dollar-denominated long-term debt issuances in a foreign subsidiary whose functional currency is the euro against adverse movements in exchange rates. These contracts effectively convert these U.S. dollar-denominated bonds to obligations denominated in euro. The changes in the fair value of these instruments are recorded in accumulated OCI and are subsequently reclassified to net earnings to offset the remeasurement of the hedged debt that is also recorded in net earnings. The interest income or expense from these swaps are recorded in interest expense in the accompanying Consolidated Condensed Statements of Earnings consistent with the classification of interest expense attributable to the underlying debt. These instruments mature on dates ranging from November 2024 to November 2049.

The Company has also issued foreign currency denominated long-term debt as partial hedges of its net investments in foreign operations against adverse movements in exchange rates between the U.S. dollar and the euro, Japanese yen and Swiss franc. These debt issuances are designated and qualify as nonderivative hedging instruments. Accordingly, the foreign currency translation of these debt instruments is recorded in accumulated OCI, offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in accumulated OCI. These instruments mature on dates ranging from September 2026 to May 2032.

The Company used interest rate swap agreements to hedge the variability in cash flows due to changes in benchmark interest rates related to a portion of the debt the Company issued. These contracts effectively fixed the interest rate for a portion of the Company’s debt equal to the notional amount of the swaps to the rate specified in the interest rate swap agreements and were settled in November 2019 and December 2021. The changes in the fair value of these instruments were recorded in accumulated OCI prior to the issuance of the debt and are subsequently being reclassified to interest expense over the life of the related debt.

The following table summarizes the notional values as of September 27, 2024 and September 29, 2023 and pretax impact of changes in the fair values of instruments designated as net investment hedges and cash flow hedges in accumulated OCI for the three and nine-month periods ended September 27, 2024 and September 29, 2023 ($ in millions):


	Original Notional Amount		Notional Amount Outstanding		Gain (Loss) Recognized in OCI		Amounts Reclassified from OCI
For the Three-Month Period Ended September 27, 2024:
Net investment hedges:
Cross-currency contracts	$	3,875	$	3,000	$	(97)	$	—
Foreign currency denominated debt	3,294		3,294		(185)		—
Cash flow hedges:
Cross-currency contracts	4,000		3,300		(77)		140
Interest rate swaps	1,600		—		—		—
Total	$	12,769	$	9,594	$	(359)	$	140

For the Three-Month Period Ended September 29, 2023:
Net investment hedges:
Cross-currency contracts	$	3,875	$	3,000	$	28	$	—
Foreign currency denominated debt	6,179		6,179		181		—
Cash flow hedges:
Cross-currency contracts	4,000		3,300		22		(102)
Interest rate swaps	1,600		—		—		—
Total	$	15,654	$	12,479	$	231	$	(102)

For the Nine-Month Period Ended September 27, 2024:
Net investment hedges:
Cross-currency contracts	$	3,875	$	3,000	$	10	$	—
Foreign currency denominated debt	3,294		3,294		(3)		—
Cash flow hedges:
Cross-currency contracts	4,000		3,300		1		41
Interest rate swaps	1,600		—		—		2
Total	$	12,769	$	9,594	$	8	$	43

For the Nine-Month Period Ended September 29, 2023:
Net investment hedges:
Cross-currency contracts	$	3,875	$	3,000	$	(38)	$	—
Foreign currency denominated debt	6,179		6,179		130		—
Cash flow hedges:
Cross-currency contracts	4,000		3,300		(68)		(39)
Interest rate swaps	1,600		—		—		2
Total	$	15,654	$	12,479	$	24	$	(37)

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 13, 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 13. 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 nine-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 nine-month periods ended September 27, 2024 and September 29, 2023. In addition, the Company did not have any ineffectiveness related to net investment hedges or cash flow hedges during the three and nine-month periods ended September 27, 2024 and September 29, 2023. Should any

ineffectiveness arise, any ineffective portions of the hedges would be reclassified from accumulated OCI into earnings during the period of change. The cash inflows and outflows associated with the Company’s derivative contracts designated as net investment hedges are classified in all other investing activities in the accompanying Consolidated Condensed Statements of Cash Flows. The cash inflows and outflows associated with the Company’s derivative contracts designated as cash flow hedges are classified in cash flows from operating activities in the accompanying Consolidated Condensed Statements of Cash Flows.

The Company’s derivative instruments, as well as its nonderivative debt instruments designated and qualifying as net investment hedges, were classified in the Company’s Consolidated Condensed Balance Sheets as follows ($ in millions):


	September 27, 2024		December 31, 2023
Derivative assets:

Other long-term assets	$	302	$	291




Nonderivative hedging instruments:
Notes payable and current portion of long-term debt	—		993
Long-term debt	3,294		3,270

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 13. STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION

Stockholders’ Equity

On July 16, 2013, the Company’s Board of Directors approved a repurchase program (the “Completed Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions. During the three and nine-month periods ended September 27, 2024 the Company repurchased approximately 2.6 million and 20.0 million shares, respectively, of the Company’s common stock for $646 million and approximately $5.2 billion, respectively (which includes $6 million and $52 million, respectively of excise taxes which will be paid in 2025) as part of the Completed Repurchase Program. Included within the shares repurchased under the Completed Repurchase Program in the three and nine-month periods ended September 27, 2024 is the repurchase of $173 million of shares from the Danaher Corporation & Subsidiaries Pension Plan, a related party, at fair market value at the time of the purchase. As of September 27, 2024, no shares remained available for repurchase pursuant to the Completed Repurchase Program.

On July 22, 2024, the Company’s Board of Directors approved a new repurchase program (the “New Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions. As of September 27, 2024, 20 million shares remained available for repurchase pursuant to the New Repurchase Program. There is no expiration date for the New 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 New 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.

The following table summarizes the Company’s share activity (shares in millions):


	Three-Month Period Ended		Nine-Month Period Ended
	September 27, 2024	September 29, 2023	September 27, 2024	September 29, 2023
Preferred stock - shares issued:
Balance, beginning of period	—	—	—	1.7
Conversion of MCPS to common stock	—	—	—	(1.7)
Balance, end of period	—	—	—	—

Common stock - shares issued:
Balance, beginning of period	883.2	879.5	880.5	869.3
Common stock-based compensation awards	0.7	0.7	3.4	2.3



Issuance of common stock for MCPS	—	—	—	8.6
Balance, end of period	883.9	880.2	883.9	880.2

As of April 17, 2023, all outstanding shares of the Company’s MCPS converted to common shares at a rate of 5.0175 common shares per share of preferred stock into an aggregate of 8.6 million shares of the Company’s common stock, pursuant to the terms of the Certificate of Designation governing the Preferred Stock. For additional information on the MCPS, refer to Note 19 in the Company’s 2023 Annual Report.

Stock-Based Compensation

For a full description of the Company’s stock-based compensation programs, refer to Note 19 of the Company’s financial statements as of and for the year ended December 31, 2023 included in the Company’s 2023 Annual Report. As of September 27, 2024, approximately 47 million shares of the Company’s common stock were reserved for issuance under the 2007 Omnibus Incentive Plan.

The following summarizes the components of the Company’s stock-based compensation expense ($ in millions):


	Three-Month Period Ended				Nine-Month Period Ended
	September 27, 2024		September 29, 2023		September 27, 2024		September 29, 2023
RSUs/PSUs:
Pretax compensation expense	$	49	$	44	$	127	$	138
Income tax benefit	(11)		(11)		(27)		(31)
RSU/PSU expense, net of income taxes	38		33		100		107
Stock options:
Pretax compensation expense	35		35		104		107
Income tax benefit	(7)		(7)		(21)		(22)
Stock option expense, net of income taxes	28		28		83		85
Total stock-based compensation:
Pretax compensation expense	84		79		231		245
Income tax benefit	(18)		(18)		(48)		(53)
Total stock-based compensation expense, net of income taxes	$	66	$	61	$	183	$	192

Stock-based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings. As of September 27, 2024, $158 million of total unrecognized compensation cost related to RSUs/PSUs is expected to be recognized over a weighted average period of approximately two years. As of September 27, 2024, $193 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately two years. Future compensation amounts will be adjusted for any changes in estimated forfeitures.

Accumulated Other Comprehensive Income

Accumulated OCI refers to certain gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity. Foreign currency translation adjustments generally relate to indefinite investments in non-U.S. subsidiaries, as well as the impact from the Company’s hedges of its net investment in foreign operations, including the Company’s cross-currency swap derivatives, net of any income tax impacts.

The changes in accumulated OCI by component are summarized below ($ in millions).


	Foreign Currency Translation Adjustments		Pension and Postretirement Plan Benefit Adjustments			Cash Flow Hedge Adjustments			Accumulated Comprehensive Income (Loss)
For the Three-Month Period Ended September 27, 2024:
Balance, June 28, 2024	$	(2,273)	$	(397)		$	79		$	(2,591)
OCI before reclassifications:
Increase (decrease)	1,193		—			(77)			1,116
Income tax impact	23		—			—			23
OCI before reclassifications, net of income taxes	1,216		—			(77)			1,139
Reclassification adjustments:
Increase (decrease)	—		3		(a)	140		(b)	143
Income tax impact	—		(1)			—			(1)
Reclassification adjustments, net of income taxes	—		2			140			142
Net OCI, net of income taxes	1,216		2			63			1,281
Balance, September 27, 2024	$	(1,057)	$	(395)		$	142		$	(1,310)

For the Three-Month Period Ended September 29, 2023:
Balance, June 30, 2023	$	(3,323)	$	(341)		$	88		$	(3,576)
OCI before reclassifications:
Increase (decrease)	(296)		—			22			(274)
Income tax impact	(7)		—			—			(7)
OCI before reclassifications, net of income taxes	(303)		—			22			(281)
Reclassification adjustments:
Increase (decrease)	—		1		(a)	(102)		(b)	(101)
Income tax impact	—		—			(1)			(1)
Reclassification adjustments, net of income taxes	—		1			(103)			(102)
Net OCI, net of income taxes	(303)		1			(81)			(383)
Balance, September 29, 2023	$	(3,626)	$	(340)		$	7		$	(3,959)


	Foreign Currency Translation Adjustments		Pension and Postretirement Plan Benefit Adjustments			Cash Flow Hedge Adjustments			Accumulated Comprehensive Income (Loss)
For the Nine-Month Period Ended September 27, 2024:
Balance, December 31, 2023	$	(1,446)	$	(401)		$	99		$	(1,748)
OCI before reclassifications:
Increase (decrease)	391		—			1			392
Income tax impact	(2)		—			—			(2)
OCI before reclassifications, net of income taxes	389		—			1			390
Reclassification adjustments:
Increase (decrease)	—		8		(a)	43		(b)	51
Income tax impact	—		(2)			(1)			(3)
Reclassification adjustments, net of income taxes	—		6			42			48
Net OCI, net of income taxes	389		6			43			438
Balance, September 27, 2024	$	(1,057)	$	(395)		$	142		$	(1,310)

For the Nine-Month Period Ended September 29, 2023:
Balance, December 31, 2022	$	(2,644)	$	(341)		$	113		$	(2,872)
OCI before reclassifications:
Increase (decrease)	(991)		—			(68)			(1,059)
Income tax impact	9		—			—			9
OCI before reclassifications, net of income taxes	(982)		—			(68)			(1,050)
Reclassification adjustments:
Increase (decrease)	—		1		(a)	(37)		(b)	(36)
Income tax impact	—		—			(1)			(1)
Reclassification adjustments, net of income taxes	—		1			(38)			(37)
Net OCI, net of income taxes	(982)		1			(106)			(1,087)
Balance, September 29, 2023	$	(3,626)	$	(340)		$	7		$	(3,959)

(a) This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost (refer to Note 8 for additional details).

(b) Reflects reclassification to earnings related to cash flow hedges of certain long-term debt (refer to Note 12 for additional details).

Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS