filings.toolsCover and table of contents
107K characters. Original on sec.gov · Markdown
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 March 27, 2026
OR
| ☐ | 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
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 April 16, 2026 was 707,770,627.
DANAHER CORPORATION
INDEX
FORM 10-Q
DANAHER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
($ in millions, except per share amount)
(unaudited)
| March 27, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and equivalents | $ | 5,701 | $ | 4,615 | |||||||
| Trade accounts receivable, less allowance for doubtful accounts of $114 and $114, respectively | 3,819 | 3,913 | |||||||||
| Inventories: | |||||||||||
| Finished goods | 1,360 | 1,287 | |||||||||
| Work in process | 504 | 469 | |||||||||
| Raw materials | 744 | 733 | |||||||||
| Total inventories | 2,608 | 2,489 | |||||||||
| Prepaid expenses and other current assets | 1,807 | 1,739 | |||||||||
| Total current assets | 13,935 | 12,756 | |||||||||
| Property, plant and equipment, net of accumulated depreciation of $4,832 and $4,767, respectively | 5,468 | 5,531 | |||||||||
| Other long-term assets | 4,210 | 4,209 | |||||||||
| Goodwill | 42,765 | 43,151 | |||||||||
| Other intangible assets, net | 17,166 | 17,817 | |||||||||
| Total assets | $ | 83,544 | $ | 83,464 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Notes payable and current portion of long-term debt | $ | 923 | $ | 2 | |||||||
| Trade accounts payable | 1,790 | 1,844 | |||||||||
| Accrued expenses and other liabilities | 4,747 | 4,961 | |||||||||
| Total current liabilities | 7,460 | 6,807 | |||||||||
| Other long-term liabilities | 5,566 | 5,700 | |||||||||
| Long-term debt | 17,561 | 18,416 | |||||||||
| Stockholders’ equity: | |||||||||||
| Common stock - $0.01 par value, 2.0 billion shares authorized; 888.0 million issued and 707.7 million outstanding as of March 27, 2026; 886.9 million issued and 706.9 million outstanding as of December 31, 2025 | 9 | 9 | |||||||||
| Additional paid-in capital | 17,303 | 17,194 | |||||||||
| Treasury stock | (11,407) | (11,353) | |||||||||
| Retained earnings | 47,637 | 46,891 | |||||||||
| Accumulated other comprehensive income (loss) | (593) | (207) | |||||||||
| Total Danaher stockholders’ equity | 52,949 | 52,534 | |||||||||
| Noncontrolling interests | 8 | 7 | |||||||||
| Total stockholders’ equity | 52,957 | 52,541 | |||||||||
| Total liabilities and stockholders’ equity | $ | 83,544 | $ | 83,464 |
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 | ||||||||||||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | |||||||||||||||||||||||||||||||
| Sales | $ | 5,951 | $ | 5,741 | ||||||||||||||||||||||||||||
| Cost of sales | (2,360) | (2,230) | ||||||||||||||||||||||||||||||
| Gross profit | 3,591 | 3,511 | ||||||||||||||||||||||||||||||
| Operating costs: | ||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (1,860) | (1,858) | ||||||||||||||||||||||||||||||
| Research and development expenses | (387) | (379) | ||||||||||||||||||||||||||||||
| Operating profit | 1,344 | 1,274 | ||||||||||||||||||||||||||||||
| Nonoperating income (expense): | ||||||||||||||||||||||||||||||||
| Other income (expense), net | (73) | (79) | ||||||||||||||||||||||||||||||
| Interest expense | (63) | (72) | ||||||||||||||||||||||||||||||
| Interest income | 27 | 6 | ||||||||||||||||||||||||||||||
| Earnings before income taxes | 1,235 | 1,129 | ||||||||||||||||||||||||||||||
| Income taxes | (206) | (175) | ||||||||||||||||||||||||||||||
| Net earnings | $ | 1,029 | $ | 954 | ||||||||||||||||||||||||||||
| Net earnings per common share: | ||||||||||||||||||||||||||||||||
| Basic | $ | 1.45 | $ | 1.33 | ||||||||||||||||||||||||||||
| Diluted | $ | 1.45 | $ | 1.32 | ||||||||||||||||||||||||||||
| Average common stock and common equivalent shares outstanding: | ||||||||||||||||||||||||||||||||
| Basic | 707.9 | 716.3 | ||||||||||||||||||||||||||||||
| Diluted | 711.2 | 720.8 |
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 | |||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | ||||||||||||||||||||||
| Net earnings | $ | 1,029 | $ | 954 | |||||||||||||||||||
| Other comprehensive income (loss), net of income taxes: | |||||||||||||||||||||||
| Foreign currency translation adjustments | (394) | 1,449 | |||||||||||||||||||||
| Pension and postretirement plan benefit adjustments | 1 | 1 | |||||||||||||||||||||
| Cash flow hedge adjustments | 7 | 156 | |||||||||||||||||||||
| Total other comprehensive income (loss), net of income taxes | (386) | 1,606 | |||||||||||||||||||||
| Comprehensive income | $ | 643 | $ | 2,560 |
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 | |||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | ||||||||||||||||||||||
| Common stock: | |||||||||||||||||||||||
| Balance, beginning and end of period | $ | 9 | $ | 9 | |||||||||||||||||||
| Additional paid-in capital: | |||||||||||||||||||||||
| Balance, beginning of period | $ | 17,194 | $ | 16,727 | |||||||||||||||||||
| Common stock-based award activity | 109 | 118 | |||||||||||||||||||||
| Balance, end of period | $ | 17,303 | $ | 16,845 | |||||||||||||||||||
| Treasury stock: | |||||||||||||||||||||||
| Balance, beginning of period | $ | (11,353) | $ | (8,163) | |||||||||||||||||||
| Repurchase of common stock, including excise tax | — | (1,089) | |||||||||||||||||||||
| Common stock-based award activity | (54) | (54) | |||||||||||||||||||||
| Balance, end of period | $ | (11,407) | $ | (9,306) | |||||||||||||||||||
| Retained earnings: | |||||||||||||||||||||||
| Balance, beginning of period | $ | 46,891 | $ | 44,188 | |||||||||||||||||||
| Net earnings | 1,029 | 954 | |||||||||||||||||||||
| Common stock dividends declared | (283) | (229) | |||||||||||||||||||||
| Balance, end of period | $ | 47,637 | $ | 44,913 | |||||||||||||||||||
| Accumulated other comprehensive income (loss): | |||||||||||||||||||||||
| Balance, beginning of period | $ | (207) | $ | (3,218) | |||||||||||||||||||
| Other comprehensive income (loss) | (386) | 1,606 | |||||||||||||||||||||
| Balance, end of period | $ | (593) | $ | (1,612) | |||||||||||||||||||
| Noncontrolling interests: | |||||||||||||||||||||||
| Balance, beginning of period | $ | 7 | $ | 7 | |||||||||||||||||||
| Change in noncontrolling interests | 1 | 1 | |||||||||||||||||||||
| Balance, end of period | $ | 8 | $ | 8 | |||||||||||||||||||
| Total stockholders’ equity, end of period | $ | 52,957 | $ | 50,857 |
See the accompanying Notes to the Consolidated Condensed Financial Statements.
DANAHER CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
($ in millions)
(unaudited)
| Three-Month Period Ended | |||||||||||
| March 27, 2026 | March 28, 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | 1,029 | $ | 954 | |||||||
| Noncash items: | |||||||||||
| Depreciation | 193 | 181 | |||||||||
| Amortization of intangible assets | 434 | 410 | |||||||||
| Stock-based compensation expense | 58 | 61 | |||||||||
| Investment losses and pretax gain on sale of product line | 77 | 81 | |||||||||
| Impairment charges | — | 15 | |||||||||
| Change in trade accounts receivable, net | 66 | 89 | |||||||||
| Change in inventories | (132) | (166) | |||||||||
| Change in trade accounts payable | (41) | (61) | |||||||||
| Change in prepaid expenses and other assets | (40) | (32) | |||||||||
| Change in accrued expenses and other liabilities | (322) | (233) | |||||||||
| Net cash provided by operating activities | 1,322 | 1,299 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Payments for additions to property, plant and equipment | (237) | (245) | |||||||||
| Proceeds from sales of property, plant and equipment | — | 6 | |||||||||
| Payments for purchases of investments | (20) | (18) | |||||||||
| Proceeds from sales of investments | — | 5 | |||||||||
| Proceeds from sale of product line | — | 9 | |||||||||
| All other investing activities | 8 | 1 | |||||||||
| Total cash used in investing activities | (249) | (242) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payments for the issuance of common stock in connection with stock-based compensation, net | (9) | (5) | |||||||||
| Payment of dividends | (226) | (194) | |||||||||
| Net proceeds from (repayments of) borrowings (maturities of 90 days or less) | 1,743 | (3) | |||||||||
| Borrowings (maturities longer than 90 days) | — | 4 | |||||||||
| Repayments of borrowings (maturities longer than 90 days) | (1,434) | — | |||||||||
| Payments for repurchase of common stock | — | (1,078) | |||||||||
| All other financing activities | (28) | 21 | |||||||||
| Total cash provided by (used in) financing activities | 46 | (1,255) | |||||||||
| Effect of exchange rate changes on cash and equivalents | (33) | 113 | |||||||||
| Net change in cash and equivalents | 1,086 | (85) | |||||||||
| Beginning balance of cash and equivalents | 4,615 | 2,078 | |||||||||
| Ending balance of cash and equivalents | $ | 5,701 | $ | 1,993 | |||||||
| Supplemental disclosures: | |||||||||||
| Cash interest payments | $ | 28 | $ | 63 | |||||||
| Cash income tax payments | 191 | 201 |
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, 2025 and the Notes thereto included in the Company’s 2025 Annual Report on Form 10-K filed on February 24, 2026 (the “2025 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 March 27, 2026 and December 31, 2025, its results of operations for the three-month periods ended March 27, 2026 and March 28, 2025 and its cash flows for each of the three-month periods then ended.
There have been no changes to the Company’s significant accounting policies described in the Company’s 2025 Annual Report that have a material impact on the Company’s Consolidated Condensed Financial Statements and the related Notes.
Accounting Standards Recently Adopted—In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Loss for Accounts Receivable and Contract Assets. The ASU provides a practical expedient for the calculation of current expected credit losses for current accounts receivable and contract assets, allowing entities to assume that current conditions as of the balance sheet date will persist through the forecast period. The Company adopted the ASU effective January 1, 2026 on a prospective basis and elected the practical expedient for the calculation of current expected credit losses. The adoption did not have a material impact on the Company’s allowance for doubtful accounts.
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. This accounting standard will increase disclosures in the Company’s annual and interim reporting when adopted.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. The ASU updates the requirements for capitalization of internal-use software, removing all reference to prescriptive and sequential software development stages. The ASU is effective for annual periods beginning after December 15, 2027 and for interim periods within those fiscal years. The Company is assessing the impact of the ASU on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities. The ASU establishes guidance on how to recognize, measure and present government grants, adopting certain principles from the grant accounting model in the International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance. The ASU is effective for annual reporting periods beginning after December 15, 2028 and interim periods within those fiscal years. The Company is assessing the impact of the ASU on its consolidated financial statements and related disclosures.
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 March 27, 2026 and December 31, 2025 are primarily comprised of prepaid expenses of $772 million and $668 million, respectively, and taxes receivable for income and other taxes of $939 million and $989 million, respectively.
Operating Leases—As of both March 27, 2026 and December 31, 2025, operating lease right-of-use assets where the Company was the lessee were approximately $1.2 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 $1.3 billion as of March 27, 2026 and December 31, 2025, respectively, and are included in accrued expenses and other liabilities and other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets.
NOTE 2. ACQUISITIONS
On February 16, 2026, the Company entered into a definitive agreement to acquire all of the outstanding shares of Masimo Corporation (“Masimo”) for an aggregate cash purchase price of approximately $9.9 billion, including assumed indebtedness and net of acquired cash (the “Masimo Acquisition”). Masimo is a leading specialty diagnostics provider of pulse oximetry and other patient monitoring systems, primarily in acute care settings. Masimo generated revenues of approximately $1.5 billion in 2025. The Company expects to include the Masimo business within its Diagnostics segment. The transaction is subject to customary closing conditions, including receipt of applicable regulatory clearances and Masimo shareholder approval.
The Company expects to finance the Masimo Acquisition using cash on hand and proceeds from debt financing.
Transaction-related costs for the anticipated Masimo Acquisition were $17 million for the three-month period ended March 27, 2026.
NOTE 3. NET EARNINGS PER COMMON SHARE
Basic net earnings per common share (“EPS”) is calculated by taking net earnings divided by the weighted average number of common shares outstanding for the applicable period. Diluted net EPS is computed by taking net earnings increased by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued and reduced by the number of shares the Company could have repurchased with the proceeds from the issuance of the potentially dilutive shares. For the three-month periods ended March 27, 2026 and March 28, 2025, approximately 5.0 million and 5.3 million options to purchase shares, respectively, were excluded from the diluted EPS calculation, as the impact of their inclusion would have been anti-dilutive.
Information related to the calculation of net earnings per common share is summarized as follows ($ and shares in millions, except per share amounts):
| Three-Month Period Ended | ||||||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | |||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net earnings | $ | 1,029 | $ | 954 | ||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted average common shares outstanding used in Basic EPS | 707.9 | 716.3 | ||||||||||||||||||||||||
| Incremental common shares from: | ||||||||||||||||||||||||||
| Assumed exercise of dilutive options and vesting of dilutive restricted stock units (“RSUs”) and performance stock units (“PSUs”) | 3.3 | 4.5 | ||||||||||||||||||||||||
| Weighted average common shares outstanding used in Diluted EPS | 711.2 | 720.8 | ||||||||||||||||||||||||
| Basic EPS | $ | 1.45 | $ | 1.33 | ||||||||||||||||||||||
| Diluted EPS | $ | 1.45 | $ | 1.32 |
NOTE 4. REVENUE
The following tables present the Company’s revenues disaggregated by geographical region and revenue type for the three-month periods ended March 27, 2026 and March 28, 2025 ($ 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 March 27, 2026: | |||||||||||||||||||||||
| Geographical region: | |||||||||||||||||||||||
| North America(a) | $ | 524 | $ | 689 | $ | 1,265 | $ | 2,478 | |||||||||||||||
| Western Europe | 726 | 408 | 431 | 1,565 | |||||||||||||||||||
| Other developed markets(b) | 57 | 141 | 86 | 284 | |||||||||||||||||||
| High-growth markets(c) | 490 | 499 | 635 | 1,624 | |||||||||||||||||||
| Total | $ | 1,797 | $ | 1,737 | $ | 2,417 | $ | 5,951 | |||||||||||||||
| Revenue type: | |||||||||||||||||||||||
| Recurring | $ | 1,642 | $ | 1,203 | $ | 2,186 | $ | 5,031 | |||||||||||||||
| Nonrecurring | 155 | 534 | 231 | 920 | |||||||||||||||||||
| Total | $ | 1,797 | $ | 1,737 | $ | 2,417 | $ | 5,951 | |||||||||||||||
| For the Three-Month Period Ended March 28, 2025: | |||||||||||||||||||||||
| Geographical region: | |||||||||||||||||||||||
| North America(a) | $ | 543 | $ | 721 | $ | 1,318 | $ | 2,582 | |||||||||||||||
| Western Europe | 566 | 378 | 400 | 1,344 | |||||||||||||||||||
| Other developed markets(b) | 64 | 123 | 91 | 278 | |||||||||||||||||||
| High-growth markets(c) | 439 | 458 | 640 | 1,537 | |||||||||||||||||||
| Total | $ | 1,612 | $ | 1,680 | $ | 2,449 | $ | 5,741 | |||||||||||||||
| Revenue type: | |||||||||||||||||||||||
| Recurring | $ | 1,457 | $ | 1,136 | $ | 2,223 | $ | 4,816 | |||||||||||||||
| Nonrecurring | 155 | 544 | 226 | 925 | |||||||||||||||||||
| Total | $ | 1,612 | $ | 1,680 | $ | 2,449 | $ | 5,741 |
(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 makes and sells products and services that support life sciences research, biopharmaceutical drug production, and medical diagnostics. 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 March 27, 2026 and March 28, 2025, lease revenue was $143 million and $114 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 March 27, 2026, the aggregate amount of the
transaction price allocated to remaining performance obligations was approximately $5.3 billion. The Company expects to recognize revenue on approximately 48% 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 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 March 27, 2026 and December 31, 2025, contract liabilities were approximately $1.7 billion and $1.6 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 three-month period ended March 27, 2026 was primarily a result of cash payments received in advance of satisfying performance obligations, largely offset by amounts recognized as revenue. Revenue recognized during the three-month periods ended March 27, 2026 and March 28, 2025 that was included in the contract liability balance on December 31, 2025 and December 31, 2024 was $537 million and $497 million, respectively.
NOTE 5. SEGMENT INFORMATION
The Company operates and reports its results in three separate business segments consisting of the Biotechnology, Life Sciences and Diagnostics segments. Operating profit represents total revenues less operating expenses, excluding nonoperating income and expense, interest and income taxes. The identifiable assets by segment are those used in each segment’s operations. Intersegment amounts are not significant and are eliminated to arrive at consolidated totals.
The chief operating decision maker (“CODM”) uses segment sales and operating profit to allocate resources (including employees and financial or capital resources), predominantly through the annual budget process, to evaluate and assess the performance of the segments and to evaluate the performance of certain employees for the determination of compensation. The CODM reviews forecast-to-actual variances in segment sales and operating profit on a monthly basis when making decisions about allocating capital and personnel to the segments.
The table below reconciles segment sales to segment operating profit with the expense categories presented reflecting the expenses that the Company has determined to be significant segment expenses. Significant segment expenses are the expense category details regularly provided to the CODM to allocate resources to the segments and to evaluate segment performance. Detailed segment data for the three-month periods ended March 27, 2026 and March 28, 2025 is as follows ($ in millions):
| Biotechnology | Life Sciences | Diagnostics | Total Reportable Segments | Other**(a)** | Total | ||||||||||||||||||||||||||||||||||||||||||
| For the Three-Month Period Ended March 27, 2026: | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales | $ | 1,797 | $ | 1,737 | $ | 2,417 | $ | 5,951 | $ | — | $ | 5,951 | |||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation | (40) | (48) | (102) | (190) | (3) | (193) | |||||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | (234) | (152) | (48) | (434) | — | (434) | |||||||||||||||||||||||||||||||||||||||||
| Other segment items(b) | (989) | (1,312) | (1,593) | (3,894) | (86) | (3,980) | |||||||||||||||||||||||||||||||||||||||||
| Operating profit | $ | 534 | $ | 225 | $ | 674 | $ | 1,433 | $ | (89) | $ | 1,344 | |||||||||||||||||||||||||||||||||||
| For the Three-Month Period Ended March 28, 2025: | |||||||||||||||||||||||||||||||||||||||||||||||
| Sales | $ | 1,612 | $ | 1,680 | $ | 2,449 | $ | 5,741 | $ | — | $ | 5,741 | |||||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation | (34) | (45) | (100) | (179) | (2) | (181) | |||||||||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | (213) | (149) | (48) | (410) | — | (410) | |||||||||||||||||||||||||||||||||||||||||
| Other segment items(b) | (924) | (1,285) | (1,583) | (3,792) | (84) | (3,876) | |||||||||||||||||||||||||||||||||||||||||
| Operating profit (loss) | $ | 441 | $ | 201 | $ | 718 | $ | 1,360 | $ | (86) | $ | 1,274 | |||||||||||||||||||||||||||||||||||
(a) Other consists of unallocated corporate costs and other costs not considered part of management’s evaluation of reportable segment operating performance.
(b) Other segment items 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 March 27, 2026 and December 31, 2025 ($ in millions):
| March 27, 2026 | December 31, 2025 | ||||||||||
| Biotechnology | $ | 36,697 | $ | 37,337 | |||||||
| Life Sciences | 22,873 | 23,112 | |||||||||
| Diagnostics | 14,657 | 14,748 | |||||||||
| Other | 9,317 | 8,267 | |||||||||
| Total | $ | 83,544 | $ | 83,464 |
The following table presents capital expenditures, gross for the three-month periods ended March 27, 2026 and March 28, 2025 ($ in millions):
| Three-Month Period Ended | |||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | ||||||||||||||||||||||
| Biotechnology | $ | 64 | $ | 81 | |||||||||||||||||||
| Life Sciences | 27 | 48 | |||||||||||||||||||||
| Diagnostics | 144 | 115 | |||||||||||||||||||||
| Other | 2 | 1 | |||||||||||||||||||||
| Total | $ | 237 | $ | 245 |
NOTE 6. INCOME TAXES
The following table summarizes the Company’s effective tax rate:
| Three-Month Period Ended | |||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | ||||||||||||||||||||||
| Effective tax rate | 16.7 | % | 15.5 | % |
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 March 27, 2026, there was no net discrete tax impact, as the release of reserves for uncertain tax positions due to the expiration of statutes of limitations was offset by charges related to changes in estimates associated with prior period uncertain tax positions.
For the three-month period ended March 28, 2025, net discrete tax benefits of $10 million reduced the effective tax rate by 0.9% and related primarily to changes in estimates of prior year tax filing positions, release of reserves for uncertain tax positions due to the expiration of statutes of limitations and excess tax benefits from stock-based compensation, net of charges related to 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 $2.5 billion. In the first quarter of 2023, the Company settled these proposed adjustments with the IRS, although the audit is still open with respect to other matters for the 2016 through 2018 period. The impact of the settlement with respect to the Company’s self-insurance policies was not material to the Company’s financial statements, including cash flows and the effective tax rate. As the settlement with the IRS was specific to the audit period, the settlement does not preclude the IRS from proposing similar adjustments to the Company’s self-insurance programs with respect to periods after 2018. Management believes the positions the Company has taken in its U.S. tax returns are in accordance with the relevant tax laws.
For a description of the Company’s significant tax matters, reference is made to the financial statements as of and for the year ended December 31, 2025 and Note 7 thereto included in the Company’s 2025 Annual Report.
NOTE 7. OTHER INCOME (EXPENSE), NET
The following sets forth the components of the Company’s other income (expense), net ($ in millions):
| Three-Month Period Ended | |||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | ||||||||||||||||||||||
| Other components of net periodic benefit costs | $ | 4 | $ | 2 | |||||||||||||||||||
| Investment gains (losses): | |||||||||||||||||||||||
| Realized investment gains (losses) | (76) | (66) | |||||||||||||||||||||
| Unrealized investment gains (losses) | (1) | (24) | |||||||||||||||||||||
| Total investment gains (losses) | (77) | (90) | |||||||||||||||||||||
| Gain on sale of product line | — | 9 | |||||||||||||||||||||
| Total other income (expense), net | $ | (73) | $ | (79) |
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 three-month period ended March 28, 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, 2025 | $ | 43,151 | |||
| Foreign currency translation and other | (386) | ||||
| Balance, March 27, 2026 | $ | 42,765 |
The carrying value of goodwill by segment is summarized as follows ($ in millions):
| March 27, 2026 | December 31, 2025 | ||||||||||
| Biotechnology | $ | 22,999 | $ | 23,313 | |||||||
| Life Sciences | 12,805 | 12,856 | |||||||||
| Diagnostics | 6,961 | 6,982 | |||||||||
| Total | $ | 42,765 | $ | 43,151 |
The Company has not identified any “triggering” events which indicate an impairment of goodwill in the first quarter of 2026. The Company has not identified any impairment triggers that resulted in impairments of intangible assets in the first quarter of 2026. 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.
During the three-month period ended March 28, 2025, the Company recorded a $15 million impairment related to a facility in the Biotechnology segment, which was recorded in cost of sales in the accompanying Consolidated Condensed Statements of Earnings.
NOTE 9. FAIR VALUE MEASUREMENTS
Accounting standards define fair value based on an exit price model, establish a framework for measuring fair value where the Company’s assets and liabilities are required to be carried at fair value and provide for certain disclosures related to the valuation methods used within a valuation hierarchy as established within the accounting standards. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, or other observable characteristics for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from, or corroborated by, observable market data through correlation. Level 3 inputs are unobservable inputs based on the Company’s assumptions. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
A summary of financial assets that are measured at fair value on a recurring basis were as follows ($ in millions):
| Balance | Quoted Prices in Active Market (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||||||||||||||||||||||||||
| March 27, 2026 | December 31, 2025 | March 27, 2026 | December 31, 2025 | March 27, 2026 | December 31, 2025 | March 27, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Investment in equity securities | $ | 167 | $ | 165 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
| Cross-currency swap derivative contracts | 217 | 150 | — | — | 217 | 150 | — | — | |||||||||||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross-currency swap derivative contracts | 6 | 42 | — | — | 6 | 42 | — | — | |||||||||||||||||||||||||||||||||||||||
The Company’s investments in equity securities consist of investments in non-marketable equity securities, which the Company estimates the fair value of 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 March 27, 2026 and December 31, 2025, 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):
| March 27, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
| Debt obligations: | |||||||||||||||||||||||
| Notes payable and current portion of long-term debt | $ | 923 | $ | 921 | $ | 2 | $ | 2 | |||||||||||||||
| Long-term debt | 17,561 | 14,949 | 18,416 | 16,042 |
As of March 27, 2026 and December 31, 2025, 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 March 27, 2026, 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 | March 27, 2026 | December 31, 2025 | ||||||||||||
| Euro-denominated commercial paper (€2.5 billion and €933 million, respectively)(a) | $ | 2,825 | $ | 1,097 | ||||||||||
| 0.2% senior unsecured notes due 3/18/2026 (€1.3 billion) (the “2026 Biopharma Euronotes”)(b) | — | 1,469 | ||||||||||||
| 2.1% senior unsecured notes due 9/30/2026 (€800 million) (the “2026 Euronotes”)(c) | 921 | 940 | ||||||||||||
| 0.4773% senior unsecured bonds due 4/9/2027 (CHF 250 million) (the “2027 CHF Bonds”)(f) | 312 | 315 | ||||||||||||
| 0.3% senior unsecured notes due 5/11/2027 (¥30.8 billion) (the “2027 Yen Notes”)(d) | 192 | 196 | ||||||||||||
| 1.2% senior unsecured notes due 6/30/2027 (€600 million) (the “2027 Euronotes”)(e) | 690 | 704 | ||||||||||||
| 0.45% senior unsecured notes due 3/18/2028 (€1.3 billion) (the “2028 Biopharma Euronotes”)(b) | 1,437 | 1,466 | ||||||||||||
| 1.125% senior unsecured bonds due 12/08/2028 (CHF 210 million) (the “2028 CHF Bonds”)(f) | 264 | 267 | ||||||||||||
| 0.8875% senior unsecured bonds due 10/10/2029 (CHF 325 million) (the “2029 CHF Bonds”)(f) | 405 | 409 | ||||||||||||
| 2.6% senior unsecured notes due 11/15/2029 ($800 million) (the “2029 Biopharma Notes”)(b) | 798 | 798 | ||||||||||||
| 2.5% senior unsecured notes due 3/30/2030 (€800 million) (the “2030 Euronotes”)(c) | 921 | 940 | ||||||||||||
| 0.75% senior unsecured notes due 9/18/2031 (€1.8 billion) (the “2031 Biopharma Euronotes”)(b) | 2,009 | 2,050 | ||||||||||||
| 0.65% senior unsecured notes due 5/11/2032 (¥53.2 billion) (the “2032 Yen Notes”)(d) | 331 | 339 | ||||||||||||
| 1.265% senior unsecured bonds due 10/10/2033 (CHF 325 million) (the “2033 CHF Bonds”)(f) | 405 | 408 | ||||||||||||
| 1.6249% senior unsecured bonds due 10/9/2037 (CHF 225 million) (the “2037 CHF Bonds”)(f) | 280 | 282 | ||||||||||||
| 1.35% senior unsecured notes due 9/18/2039 (€1.3 billion) (the “2039 Biopharma Euronotes”)(b) | 1,427 | 1,456 | ||||||||||||
| 3.25% senior unsecured notes due 11/15/2039 ($900 million) (the “2039 Biopharma Notes”)(b) | 892 | 892 | ||||||||||||
| 4.375% senior unsecured notes due 9/15/2045 ($500 million) (the “2045 U.S. Notes”)(c) | 500 | 500 | ||||||||||||
| 1.94% senior unsecured bonds due 10/10/2045 (CHF 125 million) (the “2045 CHF Bonds”)(f) | 155 | 157 | ||||||||||||
| 1.8% senior unsecured notes due 9/18/2049 (€750 million) (the “2049 Biopharma Euronotes”)(b) | 857 | 873 | ||||||||||||
| 3.4% senior unsecured notes due 11/15/2049 ($900 million) (the “2049 Biopharma Notes”)(b) | 891 | 891 | ||||||||||||
| 2.6% senior unsecured notes due 10/01/2050 ($1.0 billion) (the “2050 U.S. Notes”)(c) | 983 | 983 | ||||||||||||
| 2.8% senior unsecured notes due 12/10/2051 ($1.0 billion) (the “2051 U.S. Notes”)(c) | 987 | 985 | ||||||||||||
| Other | 2 | 1 | ||||||||||||
| Total debt | 18,484 | 18,418 | ||||||||||||
| Less: currently payable | (923) | (2) | ||||||||||||
| Long-term debt | $ | 17,561 | $ | 18,416 |
(a) Issued by Danaher Corporation or DH Europe Finance II S.a.r.l. (“Danaher International II”).
(b) Issued by Danaher International II.
(c) Issued by Danaher Corporation.
(d) Issued by DH Japan Finance S.a.r.l. (“Danaher Japan”).
(e) Issued by DH Europe Finance S.a.r.l. (“Danaher International”).
(f) Issued by DH Switzerland Finance S.a.r.l. (“Danaher Switzerland”).
Debt discounts, premiums and debt issuance costs totaled $90 million and $93 million as of March 27, 2026 and December 31, 2025, 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, 2025 included in the Company’s 2025 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 2025 Annual Report. As of March 27, 2026, no borrowings were outstanding under the Credit Facility. As of March 27, 2026, the Company has classified approximately $2.8 billion of its borrowings outstanding under the euro-denominated commercial paper programs as long-term debt in the accompanying Consolidated Condensed Balance Sheet (even though such borrowings are scheduled to mature within one year of March 27, 2026) 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. The classification of the Company’s debt is based upon the Company’s refinancing intent, which considers current market conditions, expected liquidity and availability and needs in light of current business operations and upcoming acquisitions.
As of March 27, 2026, 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 81 days. There were no borrowings outstanding under the U.S. dollar-denominated commercial paper program as of March 27, 2026.
364-Day Credit Facility
On April 16, 2026, the Company entered into a $5.0 billion 364-day unsecured revolving credit facility (the “364-Day Facility”) with a syndicate of lenders that expires on April 15, 2027 (the “Scheduled Termination Date”). The Company intends to use the 364-Day Facility to provide additional liquidity support for issuances under its U.S. dollar-denominated commercial paper program, and to use some or all of the proceeds of such issuances of commercial paper to fund a portion of the purchase price for the Masimo Acquisition.
The Company may elect, upon the payment of a fee equal to 0.50% of the principal amount of the loans then outstanding and upon the satisfaction of certain conditions, to convert any loans outstanding on the Scheduled Termination Date into term loans that are due and payable one year following the Scheduled Termination Date.
Borrowings under the 364-Day Facility bear interest as follows: (1) Term Secured Overnight Financing Rate (“SOFR”) Loans (as defined in the 364-Day Facility) bear interest at a variable rate equal to the Term SOFR (as defined in the 364-Day Facility) plus a margin of between 58.5 and 108.5 basis points, depending on the Company’s long-term debt credit rating; and (2) Base Rate Loans (as defined in the 364-Day Facility) bear interest at a variable rate per annum equal to the highest of (a) the Federal funds rate (as published by the Federal Reserve Bank of New York from time to time) plus 1/2 of 1%, (b) Bank of America’s “prime rate” as publicly announced from time to time, (c) Term SOFR (based on one-month interest period) plus 1% and (d) 1%, plus in each case a margin of between 0.0 and 8.5 basis points depending on Danaher’s long-term debt credit rating. In addition, Danaher is required to pay a per annum facility fee of 4.0 basis points based on the aggregate commitments under the 364-Day Facility, regardless of usage.
The Company’s obligations under the 364-Day Facility are unsecured. The Company has unconditionally and irrevocably guaranteed the obligations of each of its subsidiaries in the event a subsidiary is named a borrower under the 364-Day Facility. The 364-Day Facility contains customary representations, warranties, conditions precedent, events of default, indemnities and affirmative and negative covenants. The 364-Day Facility requires the Company to maintain a Consolidated Leverage Ratio (as defined in the 364-Day Facility) of 0.65 to 1.00 or less. Borrowings under the 364-Day Facility are prepayable at the Company’s option at any time in whole or in part without premium or penalty. The 364-Day Facility is available for liquidity support for Danaher’s U.S. dollar-denominated commercial paper program, as discussed above, and for general corporate purposes.
Long-Term Debt Repayments
On March 18, 2026, the Company repaid the €1.3 billion aggregate principal amount of the 2026 Biopharma Euronotes upon their maturity using available cash and proceeds from the issuance of commercial paper.
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 and has used 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 2028 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 April 2026 to October 2045.
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 March 27, 2026 and March 28, 2025 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-month periods ended March 27, 2026 and March 28, 2025 ($ in millions):
| Original Notional Amount | Notional Amount Outstanding | Gain (Loss) Recognized in OCI | Amounts Reclassified from OCI | ||||||||||||||||||||
| For the Three-Month Period Ended March 27, 2026: | |||||||||||||||||||||||
| Net investment hedges: | |||||||||||||||||||||||
| Cross-currency contracts | $ | 3,875 | $ | 2,500 | $ | 45 | $ | — | |||||||||||||||
| Foreign currency denominated debt | 7,701 | 7,701 | 93 | — | |||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Cross-currency contracts | 4,000 | 2,600 | 58 | (52) | |||||||||||||||||||
| Interest rate swaps | 1,600 | — | — | 1 | |||||||||||||||||||
| Total | $ | 17,176 | $ | 12,801 | $ | 196 | $ | (51) | |||||||||||||||
| For the Three-Month Period Ended March 28, 2025: | |||||||||||||||||||||||
| Net investment hedges: | |||||||||||||||||||||||
| Cross-currency contracts | $ | 3,875 | $ | 3,000 | $ | (54) | $ | — | |||||||||||||||
| Foreign currency denominated debt | 3,333 | 3,333 | (136) | — | |||||||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Cross-currency contracts | 4,000 | 2,600 | 39 | 116 | |||||||||||||||||||
| Interest rate swaps | 1,600 | — | — | 1 | |||||||||||||||||||
| Total | $ | 12,808 | $ | 8,933 | $ | (151) | $ | 117 | |||||||||||||||
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-month period 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-month periods ended March 27, 2026 and March 28, 2025. In addition, the Company did not have any ineffectiveness related to net investment hedges or cash flow hedges during the three-month periods ended March 27, 2026 and March 28, 2025. 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):
| March 27, 2026 | December 31, 2025 | ||||||||||
| Derivative assets: | |||||||||||
| Other long-term assets | $ | 217 | $ | 150 | |||||||
| Derivative liabilities: | |||||||||||
| Accrued expenses and other liabilities | 6 | 42 | |||||||||
| Nonderivative hedging instruments: | |||||||||||
| Notes payable and current portion of long-term debt | 921 | — | |||||||||
| Long-term debt | 6,780 | 6,054 |
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, are not significant.
NOTE 12. COMMITMENTS AND CONTINGENCIES
On July 17, 2023, a putative securities class action was filed in the United States District Court for the District of Columbia, captioned “Hawkins v. Danaher Corporation et al., Case No. 1:23-cv-02055” (“Hawkins Action”). The complaint was amended on December 29, 2023 and names the Company and certain of its current or former officers. The complaint asserts claims under Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SEC Rule 10b-5, and Section 20(a) of the Exchange Act, purportedly on behalf of persons and entities who acquired our securities between January 27, 2022 and October 23, 2023 (the “Class Period”). Plaintiffs allege that, during the Class Period, defendants made material misrepresentations or omissions regarding, among other things, the Company’s anticipated revenues for its bioprocessing business that artificially inflated the Company’s stock price. Plaintiffs seek, among other things, damages in an unspecified amount, as well as fees and costs. Defendants moved to dismiss the amended complaint on February 27, 2024, and on August 4, 2025, the court granted in part and denied in part defendants’ motion to dismiss. The parties have executed a settlement agreement to resolve this matter, and based on the terms of the agreement, the Company recorded a settlement liability as well as an offsetting insurance receivable. The settlement agreement remains subject to court approval. The Company does not expect the resolution of this litigation to have a material impact on the Company’s results of operations or cash flows.
In early 2024, putative shareholder derivative cases (relating to substantially the same factual allegations as those made in the Hawkins Action) were filed in the United States District Court for the District of Delaware. These cases were consolidated and captioned “In re Danaher Corporation Derivative Litigation, No. 1:24-cv-00091-GBW” (the “Derivative Action”). On November 10, 2025, the Derivative Action was voluntarily dismissed without prejudice. In March 2026, two putative shareholder derivative cases (relating to substantially the same factual allegations as those made in the Hawkins Action) were filed in the United States District Court for the District of Delaware and the Delaware Court of Chancery. The outcomes of these proceedings remain uncertain, and the Company is unable to reasonably estimate the possible loss or range of loss, if any.
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 further discussion 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, 2025 included in the Company’s 2025 Annual Report.
NOTE 13. STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION
Stockholders’ Equity
The Company’s Board of Directors has approved the following programs to repurchase shares of the Company’s common stock:
| Name of program | Date of Board of Director approval | Number of shares of Company common stock approved for repurchase | Number of shares remaining available for repurchase as of March 27, 2026 | |||||||||||||||||
| 2024 Repurchase Program | July 22, 2024 | 20,000,000 | 2,000,000 | |||||||||||||||||
| 2025 Repurchase Program | September 9, 2025 | 35,000,000 | 35,000,000 |
In each case, the approved program authorized or authorizes the repurchase of up to the specified number of shares of the Company’s common stock from time to time on the open market or in privately negotiated transactions. None of the repurchase programs were or are subject to an expiration date, and the timing and amount of any shares repurchased in the future will be determined by members of the Company’s management based on its evaluation of market conditions and other factors. Any repurchase program with remaining availability may be suspended or discontinued at any time. Repurchased shares are and will be available for use in connection with the Company’s equity compensation plans (or any successor plans) and for other corporate purposes.
During the three-month period ended March 28, 2025, the Company repurchased approximately 4.5 million shares of the Company’s common stock for approximately $1.1 billion, inclusive of excise taxes as part of the 2024 Repurchase Program.
The following table summarizes the activity of the Company’s issued shares (shares in millions):
| Three-Month Period Ended | |||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | ||||||||||||||||||||||
| Common stock - shares issued: | |||||||||||||||||||||||
| Balance, beginning of period | 886.9 | 884.3 | |||||||||||||||||||||
| Common stock-based compensation awards | 1.1 | 1.3 | |||||||||||||||||||||
| Balance, end of period | 888.0 | 885.6 |
Stock-Based Compensation
For a full description of the Company’s stock-based compensation programs, refer to Note 18 of the Company’s financial statements as of and for the year ended December 31, 2025 included in the Company’s 2025 Annual Report. As of March 27, 2026, approximately 38 million shares of the Company’s common stock were reserved for issuance under the 2007 Omnibus Incentive Plan.
The following summarizes the components of the Company’s stock-based compensation expense ($ in millions):
| Three-Month Period Ended | |||||||||||||||||||||||
| March 27, 2026 | March 28, 2025 | ||||||||||||||||||||||
| RSUs/PSUs: | |||||||||||||||||||||||
| Pretax compensation expense | $ | 36 | $ | 35 | |||||||||||||||||||
| Income tax benefit | (7) | (7) | |||||||||||||||||||||
| RSU/PSU expense, net of income taxes | 29 | 28 | |||||||||||||||||||||
| Stock options: | |||||||||||||||||||||||
| Pretax compensation expense | 22 | 26 | |||||||||||||||||||||
| Income tax benefit | (5) | (5) | |||||||||||||||||||||
| Stock option expense, net of income taxes | 17 | 21 | |||||||||||||||||||||
| Total stock-based compensation: | |||||||||||||||||||||||
| Pretax compensation expense | 58 | 61 | |||||||||||||||||||||
| Income tax benefit | (12) | (12) | |||||||||||||||||||||
| Total stock-based compensation expense, net of income taxes | $ | 46 | $ | 49 |
Stock-based compensation has been recognized as a component of SG&A and R&D expenses in the accompanying Consolidated Condensed Statements of Earnings. As of March 27, 2026, $334 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 March 27, 2026, $200 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately two years. Future compensation amounts will be adjusted for any changes in estimated forfeitures.
Accumulated Other Comprehensive Income
Accumulated OCI refers to certain gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net earnings as these amounts are initially recorded as an adjustment to stockholders’ equity. Foreign currency translation adjustments generally relate to indefinite investments in non-U.S. subsidiaries, as well as the impact from the Company’s hedges of its net investment in foreign operations, including the Company’s cross-currency swap derivatives, net of any income tax impacts.
The changes in accumulated OCI by component are summarized below ($ 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 March 27, 2026: | |||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | (239) | $ | (185) | $ | 217 | $ | (207) | |||||||||||||||||||||
| OCI before reclassifications: | |||||||||||||||||||||||||||||
| Increase (decrease) | (383) | — | 58 | (325) | |||||||||||||||||||||||||
| Income tax impact | (11) | — | — | (11) | |||||||||||||||||||||||||
| OCI before reclassifications, net of income taxes | (394) | — | 58 | (336) | |||||||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||||||||
| Increase (decrease) | — | 1 | (a) | (51) | (b) | (50) | |||||||||||||||||||||||
| Income tax impact | — | — | — | — | |||||||||||||||||||||||||
| Reclassification adjustments, net of income taxes | — | 1 | (51) | (50) | |||||||||||||||||||||||||
| Net OCI, net of income taxes | (394) | 1 | 7 | (386) | |||||||||||||||||||||||||
| Balance, March 27, 2026 | $ | (633) | $ | (184) | $ | 224 | $ | (593) | |||||||||||||||||||||
| For the Three-Month Period Ended March 28, 2025: | |||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | (2,904) | $ | (300) | $ | (14) | $ | (3,218) | |||||||||||||||||||||
| OCI before reclassifications: | |||||||||||||||||||||||||||||
| Increase (decrease) | 1,436 | — | 39 | 1,475 | |||||||||||||||||||||||||
| Income tax impact | 13 | — | — | 13 | |||||||||||||||||||||||||
| OCI before reclassifications, net of income taxes | 1,449 | — | 39 | 1,488 | |||||||||||||||||||||||||
| Reclassification adjustments: | |||||||||||||||||||||||||||||
| Increase (decrease) | — | 2 | (a) | 117 | (b) | 119 | |||||||||||||||||||||||
| Income tax impact | — | (1) | — | (1) | |||||||||||||||||||||||||
| Reclassification adjustments, net of income taxes | — | 1 | 117 | 118 | |||||||||||||||||||||||||
| Net OCI, net of income taxes | 1,449 | 1 | 156 | 1,606 | |||||||||||||||||||||||||
| Balance, March 28, 2025 | $ | (1,455) | $ | (299) | $ | 142 | $ | (1,612) | |||||||||||||||||||||
(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