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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 June 27, 2025


☐			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 July 17, 2025 was 716,051,590.

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	40

Item 6.	Exhibits	41

	Signatures	42

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

($ in millions, except per share amount)

(unaudited)


	June 27, 2025		December 31, 2024
ASSETS
Current assets:
Cash and equivalents	$	2,957	$	2,078
Trade accounts receivable, less allowance for doubtful accounts of $120 and $113, respectively	3,564		3,537
Inventories:
Finished goods	1,383		1,145
Work in process	525		465
Raw materials	781		720
Total inventories	2,689		2,330
Prepaid expenses and other current assets	1,789		1,552
Total current assets	10,999		9,497
Property, plant and equipment, net of accumulated depreciation of $4,561 and $4,101, respectively	5,309		4,990
Other long-term assets	3,692		3,990
Goodwill	42,991		40,497
Other intangible assets, net	18,629		18,568
Total assets	$	81,620	$	77,542
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current portion of long-term debt	$	502	$	505
Trade accounts payable	1,725		1,753
Accrued expenses and other liabilities	4,565		4,540
Total current liabilities	6,792		6,798
Other long-term liabilities	5,633		5,694
Long-term debt	16,853		15,500
Stockholders’ equity:

Common stock - $0.01 par value, 2.0 billion shares authorized; 885.9 million issued and 715.9 million outstanding as of June 27, 2025; 884.3 million issued and 719.1 million outstanding as of December 31, 2024	9		9
Additional paid-in capital	16,960		16,727
Treasury stock	(9,305)		(8,163)
Retained earnings	45,239		44,188
Accumulated other comprehensive income (loss)	(569)		(3,218)
Total Danaher stockholders’ equity	52,334		49,543
Noncontrolling interests	8		7
Total stockholders’ equity	52,342		49,550
Total liabilities and stockholders’ equity	$	81,620	$	77,542

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				Six-Month Period Ended
	June 27, 2025		June 28, 2024		June 27, 2025			June 28, 2024
Sales	$	5,936	$	5,743	$	11,677		$	11,539
Cost of sales	(2,413)		(2,315)		(4,643)			(4,624)
Gross profit	3,523		3,428		7,034			6,915
Operating costs:
Selling, general and administrative expenses	(2,360)		(1,869)		(4,218)			(3,676)
Research and development expenses	(403)		(391)		(782)			(759)

Operating profit	760		1,168		2,034			2,480
Nonoperating income (expense):
Other income (expense), net	(42)		(59)		(121)			(95)


Interest expense	(71)		(65)		(143)			(130)
Interest income	8		39		14			99
Earnings before income taxes	655		1,083		1,784			2,354
Income taxes	(100)		(176)		(275)			(359)


Net earnings	$	555	$	907	$	1,509		$	1,995








Net earnings per common share:
Basic	$	0.77	$	1.23	$	2.11	(a)	$	2.70
Diluted	$	0.77	$	1.22	$	2.10	(a)	$	2.68	(a)
Average common stock and common equivalent shares outstanding:
Basic	716.5		737.6		716.4			739.1
Diluted	719.1		742.4		719.9			745.5

(a) Net earnings per common share amounts for the relevant three-month periods do not add to the six-month period amount 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				Six-Month Period Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Net earnings	$	555	$	907	$	1,509	$	1,995
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments	1,028		121		2,477		(827)
Pension and postretirement plan benefit adjustments	2		2		3		4

Cash flow hedge adjustments	13		30		169		(20)
Total other comprehensive income (loss), net of income taxes	1,043		153		2,649		(843)

Comprehensive income	$	1,598	$	1,060	$	4,158	$	1,152

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				Six-Month Period Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024




Common stock:



Balance, beginning and end of period	$	9	$	9	$	9	$	9
Additional paid-in capital:
Balance, beginning of period	$	16,845	$	16,314	$	16,727	$	16,170
Common stock-based award activity	115		173		233		317






Acquisition of controlling interests	—		3		—		3

Balance, end of period	$	16,960	$	16,490	$	16,960	$	16,490
Treasury stock:
Balance, beginning of period	$	(9,306)	$	(2,099)	$	(8,163)	$	(2,019)
Repurchase of common stock, including excise tax	7		(4,576)		(1,082)		(4,576)
Common stock-based award activity	(6)		(9)		(60)		(89)
Balance, end of period	$	(9,305)	$	(6,684)	$	(9,305)	$	(6,684)
Retained earnings:
Balance, beginning of period	$	44,913	$	41,962	$	44,188	$	41,074

Net earnings	555		907		1,509		1,995
Common stock dividends declared	(229)		(196)		(458)		(396)

Balance, end of period	$	45,239	$	42,673	$	45,239	$	42,673
Accumulated other comprehensive income (loss):
Balance, beginning of period	$	(1,612)	$	(2,744)	$	(3,218)	$	(1,748)

Other comprehensive income (loss)	1,043		153		2,649		(843)
Balance, end of period	$	(569)	$	(2,591)	$	(569)	$	(2,591)
Noncontrolling interests:
Balance, beginning of period	$	8	$	5	$	7	$	4

Change in noncontrolling interests	—		—		1		1
Balance, end of period	$	8	$	5	$	8	$	5
Total stockholders’ equity, end of period	$	52,342	$	49,902	$	52,342	$	49,902

See the accompanying Notes to the Consolidated Condensed Financial Statements.

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

($ in millions)

(unaudited)


	Six-Month Period Ended
	June 27, 2025		June 28, 2024
Cash flows from operating activities:
Net earnings	$	1,509	$	1,995


Noncash items:
Depreciation	366		357
Amortization of intangible assets	836		809
Amortization of acquisition-related inventory fair value step-up	—		25
Stock-based compensation expense	152		147

Investment losses and pretax gain on sale of product line	125		96
Impairment charges	447		—
Change in trade accounts receivable, net	134		590
Change in inventories	(248)		(152)
Change in trade accounts payable	(111)		(104)
Change in prepaid expenses and other assets	(99)		215
Change in accrued expenses and other liabilities	(474)		(822)


Net cash provided by operating activities	2,637		3,156
Cash flows from investing activities:
Cash paid for acquisitions	—		(12)
Payments for additions to property, plant and equipment	(493)		(578)
Proceeds from sales of property, plant and equipment	10		1
Payments for purchases of investments	(50)		(127)
Proceeds from sales of investments	10		9
Proceeds from sale of product line	9		—
All other investing activities	14		26


Total cash used in investing activities	(500)		(681)
Cash flows from financing activities:
Proceeds from the issuance of common stock in connection with stock-based compensation, net	14		76


Payment of dividends	(423)		(377)
Net borrowings (maturities longer than 90 days)	4		—
Net (repayments of) proceeds from borrowings (maturities of 90 days or less)	(1)		15

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

Payments for repurchase of common stock	(1,078)		(4,530)
All other financing activities	(18)		(58)
Total cash used in financing activities	(1,502)		(5,848)
Effect of exchange rate changes on cash and equivalents	244		(117)
Net change in cash and equivalents	879		(3,490)
Beginning balance of cash and equivalents	2,078		5,864
Ending balance of cash and equivalents	$	2,957	$	2,374
Supplemental disclosures:
Cash interest payments	$	149	$	176
Cash income tax payments	531		618

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, 2024 and the Notes thereto included in the Company’s 2024 Annual Report on Form 10-K filed on February 20, 2025 (the “2024 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 June 27, 2025 and December 31, 2024, its results of operations for the three and six-month periods ended June 27, 2025 and June 28, 2024 and its cash flows for each of the six-month periods then ended.

There have been no changes to the Company’s significant accounting policies described in the Company’s 2024 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 Company adopted the ASU effective January 1, 2024 on a retrospective basis. Refer to Note 5 for additional segment disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The ASU expands disclosures in the income tax rate reconciliations table and cash taxes paid. The Company adopted the ASU effective January 1, 2025. This accounting standard will increase the tax disclosures in the Company’s annual reporting but has no impact on reported income tax expense or related tax assets or liabilities.

Accounting Standards Not Yet Adopted—In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The ASU requires disclosure of disaggregated information about certain income statement expenses, including specific expense categories. The ASU is effective for annual periods beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. The Company is assessing the impact of the ASU on the Company’s disclosures and expects that the standard will increase disclosures in the Company’s annual and interim reporting when adopted.

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 June 27, 2025 and December 31, 2024 are primarily comprised of prepaid expenses of $747 million and $620 million, respectively, and taxes receivable for income and other taxes and deferred tax assets of $952 million and $853 million, respectively.

Operating Leases—As of June 27, 2025 and December 31, 2024, operating lease right-of-use assets where the Company was the lessee were approximately $1.1 billion and are included within other long-term assets in the accompanying Consolidated Condensed Balance Sheets. The associated operating lease liabilities were approximately $1.2 billion and $1.1 billion as of June 27, 2025 and December 31, 2024, 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 17 of the Company’s financial statements as of and for the year ended December 31, 2024 included in the Company’s 2024 Annual Report.

NOTE 2. ACQUISITIONS

For a description of the Company’s acquisition activity for the year ended December 31, 2024, reference is made to the financial statements as of and for the year ended December 31, 2024 and Note 2 thereto included in the Company’s 2024 Annual Report. There were no acquisitions during the six-month period ended June 27, 2025.

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.

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the 2024 acquisitions as if they had occurred as of the beginning of the comparable prior annual reporting period, including the results from operations for the acquired 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				Six-Month Period Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Sales	$	5,936	$	5,769	$	11,677	$	11,582
Net earnings	555		898		1,509		2,003
Diluted net earnings per common share	0.77		1.21		2.10		2.69

The six-month period ended June 28, 2024 unaudited pro forma net earnings were adjusted to exclude the pretax impact of a $25 million nonrecurring acquisition date fair value adjustment to inventory.

NOTE 3. NET EARNINGS PER COMMON SHARE

Basic net earnings per common share (“EPS”) is calculated by taking net earnings divided by the weighted average number of common shares outstanding for the applicable period. Diluted net EPS is computed by taking net earnings 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 June 27, 2025 and June 28, 2024, approximately 8.3 million and 2.9 million options, respectively, and for the six-month periods ended June 27, 2025 and June 28, 2024, approximately 6.8 million and 1.7 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 in the effect of rounding to the nearest cent per share, the sum of prior quarterly EPS figures may not equal year-to-date EPS.

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


	Three-Month Period Ended				Six-Month Period Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Numerator:
Net earnings	$	555	$	907	$	1,509	$	1,995






Denominator:
Weighted average common shares outstanding used in Basic EPS	716.5		737.6		716.4		739.1
Incremental common shares from:
Assumed exercise of dilutive options and vesting of dilutive restricted stock units (“RSUs”) and performance stock units (“PSUs”)	2.6		4.8		3.5		6.4


Weighted average common shares outstanding used in Diluted EPS	719.1		742.4		719.9		745.5

Basic EPS	$	0.77	$	1.23	$	2.11	$	2.70
Diluted EPS	$	0.77	$	1.22	$	2.10	$	2.68

NOTE 4. REVENUE

The following tables present the Company’s revenues disaggregated by geographical region and revenue type for the three and six-month periods ended June 27, 2025 and June 28, 2024 ($ 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 June 27, 2025:
Geographical region:
North America(a)	$	612	$	762	$	1,064	$	2,438
Western Europe	708		394		405		1,507
Other developed markets(b)	82		118		94		294
High-growth markets(c)	448		503		746		1,697
Total	$	1,850	$	1,777	$	2,309	$	5,936

Revenue type:
Recurring	$	1,694	$	1,214	$	2,062	$	4,970
Nonrecurring	156		563		247		966
Total	$	1,850	$	1,777	$	2,309	$	5,936

For the Three-Month Period Ended June 28, 2024:
Geographical region:
North America(a)	$	607	$	785	$	1,042	$	2,434
Western Europe	567		374		380		1,321
Other developed markets(b)	81		116		95		292
High-growth markets(c)	458		495		743		1,696
Total	$	1,713	$	1,770	$	2,260	$	5,743

Revenue type:
Recurring	$	1,478	$	1,208	$	2,003	$	4,689
Nonrecurring	235		562		257		1,054
Total	$	1,713	$	1,770	$	2,260	$	5,743



	Biotechnology		Life Sciences		Diagnostics		Total
For the Six-Month Period Ended June 27, 2025:
Geographical region:
North America(a)	$	1,155	$	1,483	$	2,382	$	5,020
Western Europe	1,274		772		805		2,851
Other developed markets(b)	146		241		185		572
High-growth markets(c)	887		961		1,386		3,234
Total	$	3,462	$	3,457	$	4,758	$	11,677

Revenue type:
Recurring	$	3,151	$	2,350	$	4,285	$	9,786
Nonrecurring	311		1,107		473		1,891
Total	$	3,462	$	3,457	$	4,758	$	11,677

For the Six-Month Period Ended June 28, 2024:
Geographical region:
North America(a)	$	1,121	$	1,566	$	2,379	$	5,066
Western Europe	1,113		746		786		2,645
Other developed markets(b)	160		241		194		595
High-growth markets(c)	843		962		1,428		3,233
Total	$	3,237	$	3,515	$	4,787	$	11,539

Revenue type:
Recurring	$	2,787	$	2,400	$	4,297	$	9,484
Nonrecurring	450		1,115		490		2,055
Total	$	3,237	$	3,515	$	4,787	$	11,539

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

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

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

The Company’s products and services primarily consist of life sciences research, biopharmaceutical drug production and medical diagnostic products and services. The Company sells equipment to customers as well as consumables, software and services, some of which customers purchase on a recurring basis. Consumables sold for use with the equipment sold by the Company are typically critical to the use of the equipment and are typically used on a one-time or limited basis, requiring frequent replacement in the customer’s operating cycle. Examples of these consumables include reagents used in diagnostic tests, chromatography resins used for research and bioprocessing and filters used in filtration, separation and purification processes. Additionally, some of the Company’s consumables are used on a standalone basis, such as custom nucleic acids, genomics solutions, antibodies and immunoassays. The Company separates its goods and services between those typically sold to a customer on a recurring basis and those typically sold to a customer on a nonrecurring basis. Recurring revenue includes revenue from consumables (both used with Company equipment and used on a standalone basis), services and operating-type leases (“OTLs”). Nonrecurring revenue includes sales of equipment and sales-type leases (“STLs”). OTLs and STLs are included in the above revenue amounts. For the three-month periods ended June 27, 2025 and June 28, 2024, lease revenue was $117 million and $95 million, respectively. For the six-month periods ended June 27, 2025 and June 28, 2024, lease revenue was $231 million and $194 million, respectively.

Remaining performance obligations related to Topic 606, Revenue from Contracts with Customers, represent the aggregate transaction price allocated to performance obligations with an original contract term greater than one year which are fully or partially unsatisfied at the end of the period. As of June 27, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $4.9 billion. The Company expects to recognize revenue on approximately 46% of the remaining performance obligations over the next 12 months, 28% 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 accompanying Consolidated Condensed Balance Sheets. Contract assets and liabilities are reported on a net basis (on a contract-by-contract basis) in the accompanying Consolidated Condensed Balance Sheets 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 accompanying Consolidated Condensed Balance Sheets based on the timing of when the Company expects to recognize revenue. As of June 27, 2025 and December 31, 2024, contract liabilities were approximately $1.7 billion and $1.5 billion, respectively, and are included within accrued expenses and other liabilities and other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. The increase in the contract liability balance during the six-month period ended June 27, 2025 was primarily a result of cash payments received in advance of satisfying performance obligations, partially offset by amounts recognized as revenue. Revenue recognized during the six-month periods ended June 27, 2025 and June 28, 2024 that was included in the contract liability balance on December 31, 2024 and December 31, 2023 was $769 million and $901 million, respectively.

NOTE 5. SEGMENT INFORMATION

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

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

The table below reconciles segment sales to segment operating profit with the expense categories presented reflecting the expenses that the Company has determined to be significant segment expenses. Significant segment expenses are the expense category details regularly provided to the CODM to allocate resources to the segments and to evaluate segment performance. Detailed segment data for the three and six-month periods ended June 27, 2025 and June 28, 2024 is as follows ($ in millions):


	Biotechnology		Life Sciences		Diagnostics		Other(a)		Total
For the Three-Month Period Ended June 27, 2025:
Sales	$	1,850	$	1,777	$	2,309	$	—	$	5,936
Less:
Depreciation	(38)		(45)		(100)		(2)		(185)
Amortization of intangible assets	(228)		(150)		(48)		—		(426)
Impairments(b)	—		(432)		—		—		(432)
Other segment expenses(c)	(1,053)		(1,389)		(1,607)		(84)		(4,133)
Operating profit (loss)	$	531	$	(239)	$	554	$	(86)	$	760

For the Three-Month Period Ended June 28, 2024:
Sales	$	1,713	$	1,770	$	2,260	$	—	$	5,743
Less:
Depreciation	(35)		(41)		(100)		(2)		(178)
Amortization of intangible assets	(214)		(140)		(48)		—		(402)

Other segment expenses(c)	(1,002)		(1,356)		(1,556)		(81)		(3,995)
Operating profit (loss)	$	462	$	233	$	556	$	(83)	$	1,168


	Biotechnology		Life Sciences		Diagnostics		Other(a)		Total
For the Six-Month Period Ended June 27, 2025:
Sales	$	3,462	$	3,457	$	4,758	$	—	$	11,677
Less:
Depreciation	(72)		(90)		(200)		(4)		(366)
Amortization of intangible assets	(441)		(299)		(96)		—		(836)
Impairments(b)	(15)		(432)		—		—		(447)
Other segment expenses(c)	(1,962)		(2,674)		(3,190)		(168)		(7,994)
Operating profit (loss)	$	972	$	(38)	$	1,272	$	(172)	$	2,034

For the Six-Month Period Ended June 28, 2024:
Sales	$	3,237	$	3,515	$	4,787	$	—	$	11,539
Less:
Depreciation	(77)		(79)		(197)		(4)		(357)
Amortization of intangible assets	(432)		(281)		(96)		—		(809)

Other segment expenses(c)	(1,941)		(2,687)		(3,108)		(157)		(7,893)
Operating profit (loss)	$	787	$	468	$	1,386	$	(161)	$	2,480

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

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

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

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


	June 27, 2025		December 31, 2024
Identifiable assets:
Biotechnology	$	37,562	$	34,605
Life Sciences	23,397		23,211
Diagnostics	14,537		14,204

Other	6,124		5,522
Total	$	81,620	$	77,542

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


	Three-Month Period Ended				Six-Month Period Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Capital expenditures:
Biotechnology	$	80	$	111	$	161	$	213
Life Sciences	41		50		89		110
Diagnostics	125		126		240		253

Other	2		—		3		2
Total	$	248	$	287	$	493	$	578

NOTE 6. INCOME TAXES

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


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

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

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

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

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

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

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 after 2018. Management believes the positions the Company has taken in its U.S. tax returns are in accordance with the relevant tax laws.

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

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, 2024 and Note 7 thereto included in the Company’s 2024 Annual Report.

NOTE 7. OTHER INCOME (EXPENSE), NET

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


	Three-Month Period Ended				Six-Month Period Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Other components of net periodic benefit costs	$	2	$	—	$	4	$	1
Investment gains (losses):
Realized investment gains (losses)	(6)		—		(72)		(39)
Unrealized investment gains (losses)	(38)		(59)		(62)		(57)
Total investment gains (losses)	(44)		(59)		(134)		(96)
Gain on sale of product line	—		—		9		—
Total other income (expense), net	$	(42)	$	(59)	$	(121)	$	(95)

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 SG&A 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.

Gain on Sale of Product Line

During the six-month period ended June 27, 2025, the Company divested a product line for a cash purchase price of $9 million and recognized a pretax gain on sale of $9 million ($7 million after-tax). The divested product line generated revenues of approximately $50 million in the Diagnostics segment in 2024. The divestiture of this product line did not represent a strategic shift with a major effect on the Company’s operations and financial results and therefore is not reported as a discontinued operation.

NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS

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


Balance, December 31, 2024	$	40,497


Adjustments due to finalization of purchase price allocations	3
Foreign currency translation and other	2,491
Balance, June 27, 2025	$	42,991

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


	June 27, 2025		December 31, 2024
Biotechnology	$	23,139	$	21,437
Life Sciences	12,881		12,305
Diagnostics	6,971		6,755
Total	$	42,991	$	40,497

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 second quarter of 2025, the Company decided to reorganize and integrate certain businesses within its Life Sciences segment to better serve the Company’s customers in new market segments and to respond to current market conditions. As a result of these plans, the Company concluded that an indefinite-lived trade name within the genomics consumables business was no longer considered to be indefinite-lived, resulting in an impairment indicator. 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, revenue growth rates, planned use of the trade name, royalty rates and discount rates. The Company recorded a noncash impairment charge of $432 million pretax ($328 million after-tax) related to the trade name for the three and six-months ended June 27, 2025, which is included in selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings. The amount of the impairment was primarily attributable to the conclusion that the trade name was no longer indefinite-lived, as well as, by current lower levels of demand in the genomics market, including at emerging biotechnology customers and at two large customers. After recognition of the impairment, the remaining net book value of the trade name was $76 million as of June 27, 2025 and will be amortized over the asset’s remaining useful life of eight years. The Company continues to monitor for any changes to the business performance or key assumptions.

In connection with the trade name impairment, the Company also tested the related long-lived asset group and the related reporting unit goodwill for impairment as of June 27, 2025, and in both cases the Company identified no impairment.

The reorganization of the Life Sciences segment resulted in a change to the businesses included in two of the Company’s five reporting units for goodwill beginning at the start of the third quarter of 2025. The Company used the relative fair value method to reallocate goodwill between the impacted reporting units within the Life Sciences segment. The Company performed the quantitative goodwill impairment analysis immediately prior to and following the change in the reporting units. As of the date of the impairment tests, the carrying value of the goodwill included in each individual reporting unit ranged from approximately $1.2 billion to $23.1 billion for both the previous reporting units and for the current reporting units (after the changes within Life Sciences). No impairments of goodwill were identified in either of the impairment evaluations before or immediately after the change in reporting units. The factors used by management in its impairment analysis are inherently subject to uncertainty. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may not be recoverable and a charge would need to be taken against net earnings.

During the six-month period ended June 27, 2025, the Company recorded a $15 million impairment related to a facility in the Biotechnology segment.

The Company will continue to review goodwill and other intangible assets for impairment when events or changes in circumstances, including evolving market conditions and regulatory environment, indicate related carrying amounts may not be recoverable.

NOTE 9. 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)
	June 27, 2025		December 31, 2024		June 27, 2025		December 31, 2024		June 27, 2025		December 31, 2024		June 27, 2025		December 31, 2024
Assets:

Investment in equity securities	$	195	$	218	$	—	$	3	$	—	$	—	$	—	$	—
Cross-currency swap derivative contracts	84		415		—		—		84		415		—		—
Liabilities:
Cross-currency swap derivative contracts	86		—		—		—		86		—		—		—

The Company’s investments in equity securities consist of investments in publicly traded equity securities and investments in non-marketable equity securities. The publicly traded securities are classified as Level 1 in the fair value hierarchy as they are measured based on quotes in active markets. For the non-marketable equity securities, the Company estimates the fair value of the investments using the Fair Value Alternative. The Company’s investments in these equity securities are not classified in the fair value hierarchy due to the use of these measurement methods. Additionally, the Company is a limited partner in partnerships that invest primarily in early-stage companies. While the partnerships record these investments at fair value, the Company’s investments in the partnerships are accounted for under the equity method of accounting and are not subject to the fair value measurement disclosures noted above. As of both June 27, 2025 and December 31, 2024, the Company’s equity method investments included investments in partnerships with a carrying value of approximately $1.4 billion. Refer to Note 7 for additional information on gains and losses on the Company’s investments including investments in the partnerships.

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

Fair Value of Other Financial Instruments

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


	June 27, 2025				December 31, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Debt obligations:
Notes payable and current portion of long-term debt	$	502	$	500	$	505	$	502
Long-term debt	16,853		14,373		15,500		13,109

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

NOTE 10. FINANCING

As of June 27, 2025, 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	June 27, 2025		December 31, 2024




Euro-denominated commercial paper (€932 million and €931 million, respectively)(a)	$	1,091	$	965






3.35% senior unsecured notes due 9/15/2025 ($500 million) (the “2025 U.S. Notes”)(b)	500		500
0.2% senior unsecured notes due 3/18/2026 (€1.3 billion) (the “2026 Biopharma Euronotes”)(c)	1,463		1,293
2.1% senior unsecured notes due 9/30/2026 (€800 million) (the “2026 Euronotes”)(b)	936		828
0.3% senior unsecured notes due 5/11/2027 (¥30.8 billion) (the “2027 Yen Notes”)(d)	213		195
1.2% senior unsecured notes due 6/30/2027 (€600 million) (the “2027 Euronotes”)(e)	701		620
0.45% senior unsecured notes due 3/18/2028 (€1.3 billion) (the “2028 Biopharma Euronotes”)(c)	1,460		1,291
1.125% senior unsecured bonds due 12/08/2028 (CHF 210 million) (the “2028 CHF Bonds”)(f)	264		233
2.6% senior unsecured notes due 11/15/2029 ($800 million) (the “2029 Biopharma Notes”)(c)	797		797
2.5% senior unsecured notes due 3/30/2030 (€800 million) (the “2030 Euronotes”)(b)	937		829
0.75% senior unsecured notes due 9/18/2031 (€1.8 billion) (the “2031 Biopharma Euronotes”)(c)	2,042		1,805
0.65% senior unsecured notes due 5/11/2032 (¥53.2 billion) (the “2032 Yen Notes”)(d)	367		337
1.35% senior unsecured notes due 9/18/2039 (€1.3 billion) (the “2039 Biopharma Euronotes”)(c)	1,451		1,282
3.25% senior unsecured notes due 11/15/2039 ($900 million) (the “2039 Biopharma Notes”)(c)	892		892
4.375% senior unsecured notes due 9/15/2045 ($500 million) (the “2045 U.S. Notes”)(b)	500		499
1.8% senior unsecured notes due 9/18/2049 (€750 million) (the “2049 Biopharma Euronotes”)(c)	870		769
3.4% senior unsecured notes due 11/15/2049 ($900 million) (the “2049 Biopharma Notes”)(c)	890		890
2.6% senior unsecured notes due 10/01/2050 ($1.0 billion) (the “2050 U.S. Notes”)(b)	982		982
2.8% senior unsecured notes due 12/10/2051 ($1.0 billion) (the “2051 U.S. Notes”)(b)	985		985
Other	14		13









Total debt	17,355		16,005
Less: currently payable	(502)		(505)
Long-term debt	$	16,853	$	15,500

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

(b) Issued by Danaher Corporation.

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

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

(f) Issued by DH Switzerland Finance S.A. (“Danaher Switzerland”).

Debt discounts, premiums and debt issuance costs totaled $91 million and $96 million as of June 27, 2025 and December 31, 2024, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of debt table above. For additional details regarding the Company’s debt financing, refer to Note 13 of the Company’s financial statements as of and for the year ended December 31, 2024 included in the Company’s 2024 Annual Report.

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 2024 Annual Report. As of June 27, 2025, the Company has classified approximately $2.6 billion of its borrowings outstanding under the euro-denominated commercial paper programs and the 2026 Biopharma Euronotes as long-term debt in the accompanying Consolidated Condensed Balance Sheets (even though such borrowings are scheduled to mature within one year of June 27, 2025) as the Company had the intent and ability, as supported by availability under the Credit Facility, to refinance these borrowings for at least one year from the balance sheet date.

As of June 27, 2025, borrowings outstanding under the Company’s euro-denominated commercial paper program had a weighted average annual interest rate of 2.3% and a weighted average remaining maturity of approximately 41 days. There were no borrowings outstanding under the U.S. dollar-denominated commercial paper program as of June 27, 2025.

Guarantors of Debt

Danaher Corporation 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 Danaher Corporation and these guarantees rank on parity with Danaher Corporation’s unsecured and unsubordinated indebtedness.

NOTE 11. 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 2029 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 July 2025 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 June 27, 2025 and June 28, 2024 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 six-month periods ended June 27, 2025 and June 28, 2024 ($ in millions):


	Original Notional Amount		Notional Amount Outstanding		Gain (Loss) Recognized in OCI		Amounts Reclassified from OCI
For the Three-Month Period Ended June 27, 2025:
Net investment hedges:
Cross-currency contracts	$	3,875	$	3,000	$	(202)	$	—
Foreign currency denominated debt	4,509		4,509		(290)		—
Cash flow hedges:
Cross-currency contracts	4,000		2,600		(200)		213
Interest rate swaps	1,600		—		—		—
Total	$	13,984	$	10,109	$	(692)	$	213

For the Three-Month Period Ended June 28, 2024:
Net investment hedges:
Cross-currency contracts	$	3,875	$	3,000	$	52	$	—
Foreign currency denominated debt	3,109		3,109		48		—
Cash flow hedges:
Cross-currency contracts	4,000		3,300		55		(25)
Interest rate swaps	1,600		—		—		1
Total	$	12,584	$	9,409	$	155	$	(24)

For the Six-Month Period Ended June 27, 2025:
Net investment hedges:
Cross-currency contracts	$	3,875	$	3,000	$	(256)	$	—
Foreign currency denominated debt	4,509		4,509		(426)		—
Cash flow hedges:
Cross-currency contracts	4,000		2,600		(161)		329
Interest rate swaps	1,600		—		—		1
Total	$	13,984	$	10,109	$	(843)	$	330

For the Six-Month Period Ended June 28, 2024:
Net investment hedges:
Cross-currency contracts	$	3,875	$	3,000	$	107	$	—
Foreign currency denominated debt	3,109		3,109		182		—
Cash flow hedges:
Cross-currency contracts	4,000		3,300		78		(99)
Interest rate swaps	1,600		—		—		2
Total	$	12,584	$	9,409	$	367	$	(97)

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

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

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):


	June 27, 2025		December 31, 2024
Derivative assets:

Other long-term assets	$	84	$	415

Derivative liabilities:
Accrued expenses and other liabilities	86		—

Nonderivative hedging instruments:

Long-term debt	4,509		3,042

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

NOTE 12. 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 year ended December 31, 2024, the Company repurchased approximately 20 million shares of the Company’s common stock under the Completed Repurchase Program including the repurchase of approximately 17.4 million shares of the Company’s common stock for approximately $4.6 billion, inclusive of excise taxes, during the second quarter of 2024. As of December 31, 2024 no shares remained available for repurchase pursuant to the Completed Repurchase Program.

In the second quarter of 2025 the Company paid $56 million in excise taxes related to the 2024 share repurchases. Cash paid for excise taxes on share repurchases is included in all other financing activities in the accompanying Consolidated Condensed Statement of Cash Flows.

On July 22, 2024, the Company’s Board of Directors approved a repurchase program (the “Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions. During the year ended December 31, 2024, the Company repurchased 3.5 million shares of the Company’s common stock under the Repurchase Program and during the six-month period ended June 27, 2025 the Company repurchased approximately 4.5 million shares of the Company’s common stock for approximately $1.1 billion (which includes $4 million of excise taxes which will be paid in 2026) as part of the Repurchase Program.

As of June 27, 2025, approximately 12 million shares remained available for repurchase pursuant to the Repurchase Program, inclusive of 2024 and 2025 share repurchases. There is no expiration date for the Repurchase Program, and the timing and amount of any shares repurchased under the program will be determined by members of the Company’s management based on its evaluation of market conditions and other factors. The Repurchase Program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with the Company’s equity compensation plans (or any successor plans) and for other corporate purposes.

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


	Three-Month Period Ended		Six-Month Period Ended
	June 27, 2025	June 28, 2024	June 27, 2025	June 28, 2024





Common stock - shares issued:
Balance, beginning of period	885.6	882.3	884.3	880.5
Common stock-based compensation awards	0.3	0.9	1.6	2.7




Balance, end of period	885.9	883.2	885.9	883.2

Stock-Based Compensation

For a full description of the Company’s stock-based compensation programs, refer to Note 18 of the Company’s financial statements as of and for the year ended December 31, 2024 included in the Company’s 2024 Annual Report. As of June 27, 2025, approximately 43 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				Six-Month Period Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
RSUs/PSUs:
Pretax compensation expense	$	53	$	46	$	88	$	78
Income tax benefit	(11)		(10)		(18)		(16)
RSU/PSU expense, net of income taxes	42		36		70		62
Stock options:
Pretax compensation expense	38		41		64		69
Income tax benefit	(8)		(8)		(13)		(14)
Stock option expense, net of income taxes	30		33		51		55
Total stock-based compensation:
Pretax compensation expense	91		87		152		147
Income tax benefit	(19)		(18)		(31)		(30)
Total stock-based compensation expense, net of income taxes	$	72	$	69	$	121	$	117

Stock-based compensation has been recognized as a component of SG&A expenses in the accompanying Consolidated Condensed Statements of Earnings. As of June 27, 2025, $239 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 June 27, 2025, $202 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 June 27, 2025:
Balance, March 28, 2025	$	(1,455)	$	(299)		$	142		$	(1,612)
OCI before reclassifications:
Increase (decrease)	979		—			(200)			779
Income tax impact	49		—			—			49
OCI before reclassifications, net of income taxes	1,028		—			(200)			828
Reclassification adjustments:
Increase (decrease)	—		2		(a)	213		(b)	215
Income tax impact	—		—			—			—
Reclassification adjustments, net of income taxes	—		2			213			215
Net OCI, net of income taxes	1,028		2			13			1,043
Balance, June 27, 2025	$	(427)	$	(297)		$	155		$	(569)

For the Three-Month Period Ended June 28, 2024:
Balance, March 29, 2024	$	(2,394)	$	(399)		$	49		$	(2,744)
OCI before reclassifications:
Increase (decrease)	133		—			55			188
Income tax impact	(12)		—			—			(12)
OCI before reclassifications, net of income taxes	121		—			55			176
Reclassification adjustments:
Increase (decrease)	—		2		(a)	(24)		(b)	(22)
Income tax impact	—		—			(1)			(1)
Reclassification adjustments, net of income taxes	—		2			(25)			(23)
Net OCI, net of income taxes	121		2			30			153
Balance, June 28, 2024	$	(2,273)	$	(397)		$	79		$	(2,591)



	Foreign Currency Translation Adjustments		Pension and Postretirement Plan Benefit Adjustments			Cash Flow Hedge Adjustments			Accumulated Comprehensive Income (Loss)
For the Six-Month Period Ended June 27, 2025:
Balance, December 31, 2024	$	(2,904)	$	(300)		$	(14)		$	(3,218)
OCI before reclassifications:
Increase (decrease)	2,415		—			(161)			2,254
Income tax impact	62		—			—			62
OCI before reclassifications, net of income taxes	2,477		—			(161)			2,316
Reclassification adjustments:
Increase (decrease)	—		4		(a)	330		(b)	334
Income tax impact	—		(1)			—			(1)
Reclassification adjustments, net of income taxes	—		3			330			333
Net OCI, net of income taxes	2,477		3			169			2,649
Balance, June 27, 2025	$	(427)	$	(297)		$	155		$	(569)

For the Six-Month Period Ended June 28, 2024:
Balance, December 31, 2023	$	(1,446)	$	(401)		$	99		$	(1,748)
OCI before reclassifications:
Increase (decrease)	(802)		—			78			(724)
Income tax impact	(25)		—			—			(25)
OCI before reclassifications, net of income taxes	(827)		—			78			(749)
Reclassification adjustments:
Increase (decrease)	—		5		(a)	(97)		(b)	(92)
Income tax impact	—		(1)			(1)			(2)
Reclassification adjustments, net of income taxes	—		4			(98)			(94)
Net OCI, net of income taxes	(827)		4			(20)			(843)
Balance, June 28, 2024	$	(2,273)	$	(397)		$	79		$	(2,591)

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

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

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