Cover and table of contents

150K 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 June 26, 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

DHR Logo.jpg

DANAHER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware59-1995548
(State of Incorporation)(I.R.S. Employer Identification Number)
2200 Pennsylvania Avenue, N.W., Suite 800W20037-1701
Washington,DC
(Address of Principal Executive Offices)(Zip Code)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueDHRNew York Stock Exchange
2.100% Senior Notes due 2026DHR 26New York Stock Exchange
1.200% Senior Notes due 2027DHR/27New York Stock Exchange
0.450% Senior Notes due 2028DHR/28New York Stock Exchange
Floating Rate Senior Notes due 2028DHR 28New York Stock Exchange
2.500% Senior Notes due 2030DHR 30New York Stock Exchange
3.250% Senior Notes due 2030DHR 30ANew York Stock Exchange
0.750% Senior Notes due 2031DHR/31New York Stock Exchange
3.625% Senior Notes due 2034DHR 34New York Stock Exchange
4.000% Senior Notes due 2038DHR 38New York Stock Exchange
1.350% Senior Notes due 2039DHR/39New York Stock Exchange
1.800% Senior Notes due 2049DHR/49New 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 16, 2026 was 702,986,054.

DANAHER CORPORATION

INDEX

FORM 10-Q

Page
PART I -FINANCIAL INFORMATION
Item 1.Financial Statements
Consolidated Condensed Balance Sheets1
Consolidated Condensed Statements of Earnings2
Consolidated Condensed Statements of Comprehensive Income3
Consolidated Condensed Statements of Stockholders’ Equity4
Consolidated Condensed Statements of Cash Flows5
Notes to Consolidated Condensed Financial Statements6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Item 3.Quantitative and Qualitative Disclosures About Market Risk42
Item 4.Controls and Procedures42
PART II -OTHER INFORMATION
Item 1.Legal Proceedings43
Item 1A.Risk Factors43
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds43
Item 5.Other Information43
Item 6.Exhibits44
Signatures45

DANAHER CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

($ in millions, except per share amount)

(unaudited)

June 26, 2026December 31, 2025
ASSETS
Current assets:
Cash and equivalents$4,348$4,615
Trade accounts receivable, less allowance for doubtful accounts of $121 and $114, respectively3,9653,913
Inventories:
Finished goods1,8131,287
Work in process537469
Raw materials910733
Total inventories3,2602,489
Prepaid expenses and other current assets1,8081,739
Total current assets13,38112,756
Property, plant and equipment, net of accumulated depreciation of $4,915 and $4,767, respectively5,8255,531
Other long-term assets4,3894,209
Goodwill47,41443,151
Other intangible assets, net21,35817,817
Total assets$92,367$83,464
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable and current portion of long-term debt$1,411$2
Trade accounts payable1,8221,844
Accrued expenses and other liabilities4,8724,961
Total current liabilities8,1056,807
Other long-term liabilities6,5235,700
Long-term debt25,14718,416
Stockholders’ equity:
Common stock - $0.01 par value, 2.0 billion shares authorized; 888.2 million issued and 702.9 million outstanding as of June 26, 2026; 886.9 million issued and 706.9 million outstanding as of December 31, 202599
Additional paid-in capital17,45917,194
Treasury stock(12,318)(11,353)
Retained earnings48,22646,891
Accumulated other comprehensive income (loss)(795)(207)
Total Danaher stockholders’ equity52,58152,534
Noncontrolling interests117
Total stockholders’ equity52,59252,541
Total liabilities and stockholders’ equity$92,367$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 EndedSix-Month Period Ended
June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Sales$6,265$5,936$12,216$11,677
Cost of sales(2,654)(2,413)(5,014)(4,643)
Gross profit3,6113,5237,2027,034
Operating costs:
Selling, general and administrative expenses(2,072)(2,360)(3,932)(4,218)
Research and development expenses(412)(403)(799)(782)
Operating profit1,1277602,4712,034
Nonoperating income (expense):
Other income (expense), net(3)(42)(76)(121)
Interest expense(107)(71)(170)(143)
Interest income6188814
Earnings before income taxes1,0786552,3131,784
Income taxes(208)(100)(414)(275)
Net earnings$870$555$1,899$1,509
Net earnings per common share:
Basic$1.23$0.77$2.69(a)$2.11(a)
Diluted$1.23$0.77$2.68$2.10(a)
Average common stock and common equivalent shares outstanding:
Basic705.3716.5706.6716.4
Diluted707.6719.1709.4719.9

(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 EndedSix-Month Period Ended
June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Net earnings$870$555$1,899$1,509
Other comprehensive income (loss), net of income taxes:
Foreign currency translation adjustments(149)1,028(543)2,477
Pension and postretirement plan benefit adjustments—213
Cash flow hedge adjustments(53)13(46)169
Total other comprehensive income (loss), net of income taxes(202)1,043(588)2,649
Comprehensive income$668$1,598$1,311$4,158

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 EndedSix-Month Period Ended
June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Common stock:
Balance, beginning and end of period$9$9$9$9
Additional paid-in capital:
Balance, beginning of period$17,303$16,845$17,194$16,727
Common stock-based award activity111115220233
Common stock issued in connection with acquisitions45—45—
Balance, end of period$17,459$16,960$17,459$16,960
Treasury stock:
Balance, beginning of period$(11,407)$(9,306)$(11,353)$(8,163)
Repurchase of common stock, including excise tax(903)7(903)(1,082)
Common stock-based award activity(8)(6)(62)(60)
Balance, end of period$(12,318)$(9,305)$(12,318)$(9,305)
Retained earnings:
Balance, beginning of period$47,637$44,913$46,891$44,188
Net earnings8705551,8991,509
Common stock dividends declared(281)(229)(564)(458)
Balance, end of period$48,226$45,239$48,226$45,239
Accumulated other comprehensive income (loss):
Balance, beginning of period$(593)$(1,612)$(207)$(3,218)
Other comprehensive income (loss)(202)1,043(588)2,649
Balance, end of period$(795)$(569)$(795)$(569)
Noncontrolling interests:
Balance, beginning of period$8$8$7$7
Change in noncontrolling interests3—41
Balance, end of period$11$8$11$8
Total stockholders’ equity, end of period$52,592$52,342$52,592$52,342

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 26, 2026June 27, 2025
Cash flows from operating activities:
Net earnings$1,899$1,509
Noncash items:
Depreciation389366
Amortization of intangible assets897836
Amortization of acquisition-related inventory fair value step-up46—
Stock-based compensation expense151152
Investment losses and pretax gain on sale of product line84125
Impairment charges—447
Change in trade accounts receivable, net137134
Change in inventories(178)(248)
Change in trade accounts payable(79)(111)
Change in prepaid expenses and other assets81(99)
Change in accrued expenses and other liabilities(571)(474)
Net cash provided by operating activities2,8562,637
Cash flows from investing activities:
Cash paid for acquisitions(9,843)—
Payments for additions to property, plant and equipment(506)(493)
Proceeds from sales of property, plant and equipment—10
Payments for purchases of investments(67)(50)
Proceeds from sales of investments—10
Proceeds from sale of product line—9
All other investing activities2014
Total cash used in investing activities(10,396)(500)
Cash flows from financing activities:
(Payments for) proceeds from the issuance of common stock in connection with stock-based compensation, net(1)14
Payment of dividends(509)(423)
Net proceeds from (repayments of) borrowings (maturities of 90 days or less)3,673(1)
Borrowings (maturities longer than 90 days)6,5554
Repayments of borrowings (maturities longer than 90 days)(1,434)—
Payments for repurchase of common stock(894)(1,078)
All other financing activities(71)(18)
Total cash provided by (used in) financing activities7,319(1,502)
Effect of exchange rate changes on cash and equivalents(46)244
Net change in cash and equivalents(267)879
Beginning balance of cash and equivalents4,6152,078
Ending balance of cash and equivalents$4,348$2,957
Supplemental disclosures:
Cash interest payments$136$149
Cash income tax payments541531

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 June 26, 2026 and December 31, 2025, its results of operations for the three and six-month periods ended June 26, 2026 and June 27, 2025 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 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 September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging and Revenue from Contracts with Customers. The derivative scope refinement portion of the ASU excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. 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.

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations. The ASU establishes guidance on the recognition, measurement, presentation and disclosure of environmental credits and environmental credit obligations. The ASU is effective for annual reporting periods beginning after December 15, 2027

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 June 26, 2026 and December 31, 2025 were primarily comprised of prepaid expenses of $696 million and $668 million, respectively, and taxes receivable for income and other taxes of $998 million and $989 million, respectively.

Long-term Tax Liabilities—Long-term tax liabilities primarily result from income taxes payable and deferred tax liabilities and are included within other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. The Company’s long-term tax liability balance as of June 26, 2026 and December 31, 2025 was approximately $3.9 billion and $3.0 billion, respectively.

Operating Leases—As of both June 26, 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 $1.3 billion as of both June 26, 2026 and December 31, 2025 and are included in accrued expenses and other liabilities and other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets.

NOTE 2. ACQUISITIONS

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.

The Company is continuing to evaluate certain pre-acquisition contingencies including property, plant and equipment, acquired intangible assets, certain acquisition-related liabilities and legal contingencies associated with the acquisition of Masimo Corporation (“Masimo”) and is also in the process of obtaining valuations of certain acquisition-related assets and liabilities in connection with the acquisition. The Company will make appropriate adjustments to the purchase price allocations, if any, prior to completion of the measurement periods, as required. Refer to Note 12 for additional information related to legal contingencies from the acquisition.

On June 10, 2026, the Company acquired Masimo by acquiring all of the outstanding shares of Masimo’s common stock for a cash purchase price of approximately $9.8 billion, or $180.00 per share, net of cash acquired (the “Masimo Acquisition”). Masimo develops and produces monitoring technologies, which include innovative measurements, sensors and patient monitors, serving primarily healthcare customers and is now part of the Company’s Diagnostics segment. Masimo generated revenues of approximately $1.5 billion in 2025. The acquisition of Masimo has provided, and is expected to provide, additional sales and earnings opportunities for the Company by expanding product line diversity, including new product offerings supporting acute care settings. The Company financed the Masimo Acquisition using cash on hand and proceeds from the issuance of long-term debt and commercial paper. The Company preliminarily recorded approximately $5.0 billion of goodwill related to the Masimo Acquisition.

The following summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition ($ in millions):

Trade accounts receivable$232
Inventories667
Property, plant and equipment355
Goodwill4,960
Other intangible assets, primarily technology, customer relationships and trade names4,844
Trade accounts payable(77)
Deferred tax liabilities(1,088)
Other assets and liabilities, net(5)
Net assets acquired9,888
Less non-cash consideration(45)
Net cash consideration$9,843

In connection with the acquisition, the Company replaced unvested restricted stock held by Masimo employees with Danaher restricted stock. Of the total fair value, $45 million was attributable to pre-acquisition service and was included in the purchase price. Transaction costs related to the Masimo Acquisition were $34 million and $51 million for the three and six-month periods ended June 26, 2026, respectively. The Company’s earnings for the three and six-month periods ended June 26, 2026 also reflect the pretax impact of $74 million of nonrecurring acquisition date fair value adjustments to inventory, the settlement of pre-acquisition share-based payment awards and change-in-control payments.

Pro Forma Financial Information

The unaudited pro forma information for the periods set forth below gives effect to the Masimo Acquisition as if it had occurred as of the beginning of the comparable prior annual reporting period, including the results from operations for the acquired business 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 EndedSix-Month Period Ended
June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Sales$6,511$6,307$12,866$12,420
Net earnings9003721,8781,131
Diluted net earnings per common share1.270.522.651.57

The three and six-month periods ended June 26, 2026 unaudited pro forma net earnings set forth above were adjusted to exclude the pretax impact of $74 million of nonrecurring acquisition date fair value adjustments to inventory, the settlement of pre-acquisition share-based payment awards and change-in-control payments, in each case related to the Masimo Acquisition, reflecting these second quarter 2026 charges as if the acquisition had occurred as of January 1, 2025. The six-month period ended June 27, 2025 unaudited pro forma net earnings were adjusted to include the impact of these items. In addition, acquisition-related transaction costs of $34 million and $51 million for the three and six-month periods ended June 26, 2026, respectively, were excluded from pro forma net earnings.

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 26, 2026 and June 27, 2025, approximately 9.0 million and 8.3 million options to purchase shares, respectively, and for the six-month periods ended June 26, 2026 and June 27, 2025, approximately 7.0 million and 6.8 million options to purchase shares, respectively, 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 EndedSix-Month Period Ended
June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Numerator:
Net earnings$870$555$1,899$1,509
Denominator:
Weighted average common shares outstanding used in Basic EPS705.3716.5706.6716.4
Incremental common shares from:
Assumed exercise of dilutive options and vesting of dilutive restricted stock units (“RSUs”) and performance stock units (“PSUs”)2.32.62.83.5
Weighted average common shares outstanding used in Diluted EPS707.6719.1709.4719.9
Basic EPS$1.23$0.77$2.69$2.11
Diluted EPS$1.23$0.77$2.68$2.10

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 26, 2026 and June 27, 2025 ($ in millions). Sales taxes and other usage-based taxes collected from customers are excluded from revenue.

BiotechnologyLife SciencesDiagnosticsTotal
For the Three-Month Period Ended June 26, 2026:
Geographical region:
North America(a)$583$759$1,132$2,474
Western Europe6894214301,540
Other developed markets(b)7412693293
High-growth markets(c)5745738111,958
Total$1,920$1,879$2,466$6,265
Revenue type:
Recurring$1,722$1,268$2,210$5,200
Nonrecurring1986112561,065
Total$1,920$1,879$2,466$6,265
For the Three-Month Period Ended June 27, 2025:
Geographical region:
North America(a)$612$762$1,064$2,438
Western Europe7083944051,507
Other developed markets(b)8211894294
High-growth markets(c)4485037461,697
Total$1,850$1,777$2,309$5,936
Revenue type:
Recurring$1,694$1,214$2,062$4,970
Nonrecurring156563247966
Total$1,850$1,777$2,309$5,936
BiotechnologyLife SciencesDiagnosticsTotal
For the Six-Month Period Ended June 26, 2026:
Geographical region:
North America(a)$1,107$1,448$2,397$4,952
Western Europe1,4158298613,105
Other developed markets(b)131267179577
High-growth markets(c)1,0641,0721,4463,582
Total$3,717$3,616$4,883$12,216
Revenue type:
Recurring$3,364$2,471$4,396$10,231
Nonrecurring3531,1454871,985
Total$3,717$3,616$4,883$12,216
For the Six-Month Period Ended June 27, 2025:
Geographical region:
North America(a)$1,155$1,483$2,382$5,020
Western Europe1,2747728052,851
Other developed markets(b)146241185572
High-growth markets(c)8879611,3863,234
Total$3,462$3,457$4,758$11,677
Revenue type:
Recurring$3,151$2,350$4,285$9,786
Nonrecurring3111,1074731,891
Total$3,462$3,457$4,758$11,677

(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 and sensors used in diagnostic tests and monitoring, 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 26, 2026 and June 27, 2025, lease revenue was $128 million and $117 million, respectively. For the six-month periods ended June 26, 2026 and June 27, 2025, lease revenue was $271 million and $231 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 26, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $7.5 billion. The Company expects to recognize revenue on approximately 41% 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 June 26, 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 six-month period ended June 26, 2026 was primarily a result of cash payments received in advance of satisfying performance obligations and the Masimo Acquisition, partially offset by amounts recognized as revenue. Revenue recognized during the six-month periods ended June 26, 2026 and June 27, 2025 that was included in the contract liability balance on December 31, 2025 and December 31, 2024 was $804 million and $769 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 and six-month periods ended June 26, 2026 and June 27, 2025 is as follows ($ in millions):

BiotechnologyLife SciencesDiagnosticsTotal Reportable SegmentsOther**(a)**Total
For the Three-Month Period Ended June 26, 2026:
Sales$1,920$1,879$2,466$6,265$—$6,265
Less:
Depreciation(40)(48)(107)(195)(1)(196)
Amortization of intangible assets(231)(151)(81)(463)—(463)
Other segment items(c)(1,093)(1,436)(1,862)(4,391)(88)(4,479)
Operating profit$556$244$416$1,216$(89)$1,127
For the Three-Month Period Ended June 27, 2025:
Sales$1,850$1,777$2,309$5,936$—$5,936
Less:
Depreciation(38)(45)(100)(183)(2)(185)
Amortization of intangible assets(228)(150)(48)(426)—(426)
Impairments(b)—(432)—(432)—(432)
Other segment items(c)(1,053)(1,389)(1,607)(4,049)(84)(4,133)
Operating profit (loss)$531$(239)$554$846$(86)$760
BiotechnologyLife SciencesDiagnosticsTotal Reportable SegmentsOther**(a)**Total
For the Six-Month Period Ended June 26, 2026:
Sales$3,717$3,616$4,883$12,216$—$12,216
Less:
Depreciation(80)(96)(209)(385)(4)(389)
Amortization of intangible assets(465)(303)(129)(897)—(897)
Other segment items(c)(2,082)(2,748)(3,455)(8,285)(174)(8,459)
Operating profit$1,090$469$1,090$2,649$(178)$2,471
For the Six-Month Period Ended June 27, 2025:
Sales$3,462$3,457$4,758$11,677$—$11,677
Less:
Depreciation(72)(90)(200)(362)(4)(366)
Amortization of intangible assets(441)(299)(96)(836)—(836)
Impairments(b)(15)(432)—(447)—(447)
Other segment items(c)(1,962)(2,674)(3,190)(7,826)(168)(7,994)
Operating profit (loss)$972$(38)$1,272$2,206$(172)$2,034

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

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

(c) 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 June 26, 2026 and December 31, 2025 ($ in millions):

June 26, 2026December 31, 2025
Biotechnology$36,009$37,337
Life Sciences22,59323,112
Diagnostics25,73114,748
Other8,0348,267
Total$92,367$83,464

The following table presents capital expenditures, gross for the three and six-month periods ended June 26, 2026 and June 27, 2025 ($ in millions):

Three-Month Period EndedSix-Month Period Ended
June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Biotechnology$66$80$130$161
Life Sciences38416589
Diagnostics164125308240
Other1233
Total$269$248$506$493

NOTE 6. INCOME TAXES

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

Three-Month Period EndedSix-Month Period Ended
June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Effective tax rate19.3%15.3%17.9%15.4%

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 26, 2026, net discrete tax charges of $21 million increased the effective tax rate by 1.9% and related primarily to changes in estimates associated with prior period uncertain tax positions, partially offset by benefits from the release of reserves for uncertain tax positions resulting from audit settlements.

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 six-month period ended June 26, 2026, net discrete tax charges of $21 million increased the effective tax rate by 0.9% and related primarily to changes in estimates associated with prior period uncertain tax positions, partially offset by benefits from the release of reserves for uncertain tax positions resulting from audit settlements and expiration of statutes of limitations.

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%.

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 EndedSix-Month Period Ended
June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Other components of net periodic benefit costs$4$2$8$4
Investment gains (losses):
Realized investment gains (losses)—(6)(76)(72)
Unrealized investment gains (losses)(7)(38)(8)(62)
Total investment gains (losses)(7)(44)(84)(134)
Gain on sale of product line———9
Total other income (expense), net$(3)$(42)$(76)$(121)

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, 2025$43,151
Attributable to the 2026 acquisition4,960
Foreign currency translation and other(697)
Balance, June 26, 2026$47,414

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

June 26, 2026December 31, 2025
Biotechnology$22,725$23,313
Life Sciences12,78312,856
Diagnostics11,9066,982
Total$47,414$43,151

The Company has not identified any “triggering” events which indicate an impairment of goodwill in the second quarter of 2026. The Company has not identified any impairment triggers that resulted in impairments of intangible assets in the second 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 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 both the three and six-months ended June 27, 2025, which is included in selling, general and administrative expenses in the accompanying Consolidated Condensed Statement of Earnings. 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 is being amortized over the asset’s remaining useful life. 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 2025 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, which was recorded in cost of sales in the accompanying Consolidated Condensed Statement 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):

BalanceQuoted Prices in Active Market (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
June 26, 2026December 31, 2025June 26, 2026December 31, 2025June 26, 2026December 31, 2025June 26, 2026December 31, 2025
Assets:
Investment in equity securities$217$165$73$—$—$—$—$—
Cross-currency swap derivative contracts194150——194150——
Liabilities:
Cross-currency swap derivative contracts1342——1342——

The Company’s investments in equity securities consist of investments in publicly traded equity securities and non-marketable equity securities, which the Company estimates the fair value of using the Fair Value Alternative. The publicly traded securities are classified as Level 1 in the fair value hierarchy as they are measured based on quotes in active markets. The Company’s investments in non-marketable equity securities are not classified in the fair value hierarchy due to the use of the Fair Value Alternative method. 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 26, 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):

June 26, 2026December 31, 2025
Carrying AmountFair ValueCarrying AmountFair Value
Debt obligations:
Notes payable and current portion of long-term debt$1,411$1,410$2$2
Long-term debt25,14722,99418,41616,042

As of June 26, 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 June 26, 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 AmountJune 26, 2026December 31, 2025
Euro-denominated commercial paper (€4.1 billion and €933 million, respectively)(a)$4,703$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)912940
0.4773% senior unsecured notes due 4/9/2027 (CHF 250 million) (the “2027 CHF Notes”)(f)308315
0.3% senior unsecured notes due 5/11/2027 (¥30.8 billion) (the “2027 Yen Notes”)(d)190196
1.2% senior unsecured notes due 6/30/2027 (€600 million) (the “2027 Euronotes”)(e)683704
0.45% senior unsecured notes due 3/18/2028 (€1.3 billion) (the “2028 Biopharma Euronotes”)(b)1,4211,466
Floating rate senior unsecured notes due 4/29/2028 (€500 million) (the “2028 Floating Rate Notes”)(c)567—
1.125% senior unsecured bonds due 12/08/2028 (CHF 210 million) (the “2028 CHF Bonds”)(f)261267
0.8875% senior unsecured notes due 10/10/2029 (CHF 325 million) (the “2029 CHF Notes”)(f)400409
2.6% senior unsecured notes due 11/15/2029 ($800 million) (the “2029 Biopharma Notes”)(b)798798
2.5% senior unsecured notes due 3/30/2030 (€800 million) (the “2030 Euronotes”)(c)911940
3.250% senior unsecured notes due 4/29/2030 (€750 million) (the “2030 Euronotes II”)(c)849—
1.65% senior unsecured notes due 6/3/2031 (CHF 120 million) (the “2031 CHF Notes”)(g)147—
0.75% senior unsecured notes due 9/18/2031 (€1.8 billion) (the “2031 Biopharma Euronotes”)(b)1,9872,050
0.65% senior unsecured notes due 5/11/2032 (¥53.2 billion) (the “2032 Yen Notes”)(d)328339
Outstanding Amount
Description and Aggregate Principal AmountJune 26, 2026December 31, 2025
1.88% senior unsecured notes due 6/3/2033 (CHF 137 million) (the “2033 CHF Notes II”)(g)169—
1.265% senior unsecured notes due 10/10/2033 (CHF 325 million) (the “2033 CHF Notes”)(f)400408
3.625% senior unsecured notes due 4/29/2034 (€750 million) (the “2034 Euronotes”)(c)848—
2.10% senior unsecured notes due 6/3/2036 (CHF 221 million) (the “2036 CHF Notes”)(g)272—
1.6249% senior unsecured notes due 10/9/2037 (CHF 225 million) (the “2037 CHF Notes”)(f)276282
4.000% senior unsecured notes due 4/29/2038 (€1.0 billion) the (“2038 Euronotes”)(c)1,130—
2.25% senior unsecured notes due 6/3/2038 (CHF 373 million) (the “2038 CHF Notes”)(g)457—
1.35% senior unsecured notes due 9/18/2039 (€1.3 billion) (the “2039 Biopharma Euronotes”)(b)1,4101,456
3.25% senior unsecured notes due 11/15/2039 ($900 million) (the “2039 Biopharma Notes”)(b)892892
2.38% senior unsecured notes due 6/3/2041 (CHF 648 million) (the “2041 CHF Notes”)(g)795—
4.375% senior unsecured notes due 9/15/2045 ($500 million) (the “2045 U.S. Notes”)(c)500500
1.94% senior unsecured notes due 10/10/2045 (CHF 125 million) (the “2045 CHF Notes”)(f)153157
2.51% senior unsecured notes due 6/3/2046 (CHF 502 million) (the “2046 CHF Notes”)(g)616—
1.8% senior unsecured notes due 9/18/2049 (€750 million) (the “2049 Biopharma Euronotes”)(b)845873
3.4% senior unsecured notes due 11/15/2049 ($900 million) (the “2049 Biopharma Notes”)(b)891891
2.6% senior unsecured notes due 10/01/2050 ($1.0 billion) (the “2050 U.S. Notes”)(c)983983
2.8% senior unsecured notes due 12/10/2051 ($1.0 billion) (the “2051 U.S. Notes”)(c)986985
2.50% senior unsecured notes due 6/3/2056 (CHF 382 million) (the “2056 CHF Notes”)(g)469—
Other11
Total debt26,55818,418
Less: currently payable(1,411)(2)
Long-term debt$25,147$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”).

(g) Issued by DH Masi Finance Inc. (“Danaher Masi”).

Debt discounts, premiums and debt issuance costs totaled $130 million and $93 million as of June 26, 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 June 26, 2026, no borrowings were outstanding under the Credit Facility. As of June 26, 2026, the Company has classified approximately $4.7 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 June 26, 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 June 26, 2026, borrowings outstanding under the Company’s euro-denominated commercial paper program had a weighted average annual interest rate of 2.5% and a weighted average remaining maturity of approximately 79 days. There were no borrowings outstanding under the U.S. dollar-denominated commercial paper program as of June 26, 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 used the 364-Day Facility to provide additional liquidity support for issuances under its commercial paper programs, and used 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 commercial paper programs, as discussed above, and for general corporate purposes. There were no borrowings outstanding under the 364-Day Facility as of June 26, 2026.

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.

Debt Issuances

On April 23, 2026, Danaher Corporation, completed a public offering of Euro-denominated notes due 2028, 2030, 2034, and 2038 (collectively the “Masimo Financing Euronotes”).

On June 3, 2026, Danaher Masi, a wholly-owned finance subsidiary of the Company, completed a private placement of Swiss franc-denominated notes due 2031, 2033, 2036, 2038, 2041, 2046 and 2056 (collectively the “Masimo Financing CHF Notes”).

The following summarizes the key terms of the offerings in aggregate:

Aggregate Principal Amount (in millions)Stated Annual Interest RateMaturity DateIssue Price (as % of Principal Amount)
2028 Floating Rate Notes€500Floating RateApril 29, 2028100.000%
2030 Euronotes II7503.250%April 29, 203099.934%
2034 Euronotes7503.625%April 29, 203499.918%
2038 Euronotes1,0004.000%April 29, 203899.953%
Total Masimo Financing Euronotes€3,000
2031 CHF NotesCHF 1201.65%June 3, 2031100.000%
2033 CHF Notes II1371.88%June 3, 2033100.000%
2036 CHF Notes2212.10%June 3, 2036100.000%
2038 CHF Notes3732.25%June 3, 2038100.000%
2041 CHF Notes6482.38%June 3, 2041100.000%
2046 CHF Notes5022.51%June 3, 2046100.000%
2056 CHF Notes3822.50%June 3, 2056100.000%
Total Masimo Financing CHF NotesCHF 2,383

The Company received net proceeds from the Masimo Financing Euronotes, after underwriting discounts and commissions and offering expenses, of approximately €3.0 billion (approximately $3.5 billion based on currency exchange rates as of the date of the pricing of the Masimo Financing Euronotes). The Company received net proceeds from the Masimo Financing CHF Notes, after underwriting discounts and commissions and offering expenses of approximately CHF 2.4 billion (approximately $3.0 billion based on currency exchange rates as of the date of the pricing of the Masimo Financing CHF Notes). The proceeds from the issuances have been and will be used for the Masimo Acquisition and general corporate purposes, which may include share repurchases, repayment of debt, acquisitions, capital expenditures or other investing activities.

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, Danaher Japan and Danaher Masi. 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 June 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 June 26, 2026 and June 27, 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 and six-month periods ended June 26, 2026 and June 27, 2025 ($ in millions):

Original Notional AmountNotional Amount OutstandingGain (Loss) Recognized in OCIAmounts Reclassified from OCI
For the Three-Month Period Ended June 26, 2026:
Net investment hedges:
Cross-currency contracts$3,875$2,500$(5)$—
Foreign currency denominated debt12,91912,919230—
Cash flow hedges:
Cross-currency contracts4,0002,600(25)(29)
Interest rate swaps1,600——1
Total$22,394$18,019$200$(28)
For the Three-Month Period Ended June 27, 2025:
Net investment hedges:
Cross-currency contracts$3,875$3,000$(202)$—
Foreign currency denominated debt4,5094,509(290)—
Cash flow hedges:
Cross-currency contracts4,0002,600(200)213
Interest rate swaps1,600———
Total$13,984$10,109$(692)$213
For the Six-Month Period Ended June 26, 2026:
Net investment hedges:
Cross-currency contracts$3,875$2,500$40$—
Foreign currency denominated debt12,91912,919323—
Cash flow hedges:
Cross-currency contracts4,0002,60033(81)
Interest rate swaps1,600——2
Total$22,394$18,019$396$(79)
For the Six-Month Period Ended June 27, 2025:
Net investment hedges:
Cross-currency contracts$3,875$3,000$(256)$—
Foreign currency denominated debt4,5094,509(426)—
Cash flow hedges:
Cross-currency contracts4,0002,600(161)329
Interest rate swaps1,600——1
Total$13,984$10,109$(843)$330

Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in OCI in Note 13, as these items are attributable to the Company’s hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as cash flow hedge adjustments in the schedule of changes in OCI in Note 13. The amount reclassified from OCI for the cross-currency swap derivative contracts that are cash flow hedges of the Company’s U.S. dollar-denominated debt was equal to the remeasurement amount recorded in the three and 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 26, 2026 and June 27, 2025. 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 26, 2026 and June 27, 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):

June 26, 2026December 31, 2025
Derivative assets:
Other long-term assets$194$150
Derivative liabilities:
Accrued expenses and other liabilities1342
Nonderivative hedging instruments:
Notes payable and current portion of long-term debt1,410—
Long-term debt11,5096,054

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

Hawkins Litigation

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. On June 1, 2026, the court preliminarily approved the settlement and set a final approval hearing for September 3, 2026. 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. Beginning in March 2026, 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, the Delaware Court of Chancery, and the United States District Court for the District of Columbia. The outcomes of these proceedings remain uncertain, and the Company is unable to reasonably estimate the possible loss or range of loss, if any.

Masimo Litigation Matters

On June 10, 2026, the Company acquired Masimo. The legal contingencies described below relate to the Masimo business, all of which existed at the time of acquisition.

Apple Litigation

On January 9, 2020, Masimo filed a complaint against Apple Inc. (“Apple”) in the United States District Court for the Central District of California (“District Court”) for patent infringement, trade secret misappropriation and ownership and correction of inventorship of certain Apple patents. Masimo seeks, among other things, damages. Stemming from an April 2023 jury trial that ended in a mistrial, the District Court granted Apple’s motion for judgment as a matter of law on certain trade secrets and denied the remainder of Apple’s motion. Beginning November 5, 2024, the District Court conducted a bench trial on Masimo’s remaining trade secret, ownership and inventorship claims, finding Masimo proved misappropriation of two trade secrets but had not established its claims for patent ownership and inventorship. After completion of Inter Partes review proceedings, the District Court held a jury trial on Masimo’s patent infringement claims in November 2025. The jury returned a verdict of $634 million. The District Court denied Apple’s post-trial motions. The parties are awaiting final judgment.

On June 30, 2021, Masimo filed a complaint with the United States International Trade Commission (“ITC”) against Apple for infringement of certain patents not asserted in the litigation described above. On October 26, 2023, the ITC issued a Notice of Final Determination finding Apple violated Section 337 of the Tariff Act of 1930 by importing and selling certain Apple Watches with light-based pulse oximetry functionality and components that infringe certain of Masimo’s patents. The ITC issued a Limited Exclusion Order (“LEO”) prohibiting the unlicensed entry of infringing devices and a Cease and Desist Order, both of which are currently in effect. Apple appealed to the United States Court of Appeals for the Federal Circuit and the panel ruled in Masimo’s favor.

On August 1, 2025, the U.S. Customs and Border Protection Exclusion Order Enforcement Branch issued a ruling allowing importation of a redesigned Apple Watch. On November 14, 2025, the ITC instituted a combined enforcement and modification proceeding to evaluate this redesign. On April 17, 2026, the ITC issued a Final Enforcement Determination finding that Apple’s importation of the redesigned Apple Watch does not violate the LEO. Masimo filed a notice of appeal to the United States Court of Appeals for the Federal Circuit in June 2026.

On October 20, 2022, Apple filed two complaints against Masimo in the United States District Court for the District of Delaware alleging that the Masimo W1® watch and charger infringe six utility and four design patents. Apple is seeking damages and injunctive relief. On December 12, 2022, Masimo counterclaimed for antitrust violations, false advertising and patent infringement. Masimo is seeking damages and injunctive relief. The District Court held a jury trial on Apple’s patent claims in October 2024. The jury found that Masimo’s current product offerings do not infringe Apple’s patents, although discontinued versions of two Masimo products were found to infringe. The jury awarded Apple a total of $250. Masimo’s antitrust, false advertising and patent infringement counterclaims are pending.

Department of Justice Investigation

On February 21, 2024, Masimo received a subpoena from the Department of Justice (“DOJ”) seeking documents and information related to its Rad-G® and Rad-97® products, including information relating to complaints surrounding the products and Masimo’s decision to recall the Rad-G®. On March 25, 2024, Masimo received a civil investigative demand from the DOJ pursuant to the False Claims Act seeking documents and information related to customer returns of Rad-G® and Rad-97® products, including returns related to the recall referenced in the prior sentence. On February 27, 2026, Masimo received a supplemental grand jury subpoena seeking documents and information related to the foregoing matters. Masimo is cooperating with the government. Requests and an investigation of this nature may lead to the assertion of claims or the commencement of legal proceedings against Masimo, which in turn may lead to fines, penalties or other liabilities.

Kiani Employment Litigation

On September 19, 2024, Joe Kiani, the former Chairman of the Board and CEO of Masimo, filed suit against Masimo in Orange County Superior Court in California asserting claims related to his Amended Employment Agreement with Masimo dated November 4, 2015, as amended on July 27, 2017 and January 14, 2022 (“Kiani Employment Agreement”). In 2024, Mr. Kiani was not reelected to Masimo’s Board in a shareholder vote and submitted his resignation as CEO. Among other things, Mr. Kiani’s lawsuit seeks declaratory relief that he validly terminated his employment, and that he is entitled to certain severance (including the value of 2.7 million shares of Masimo common stock and a $35 million cash payment). Masimo disputes Mr. Kiani’s claims and the case is now in discovery.

Kiani Litigation with Masimo Board

On May 22, 2025, Mr. Kiani filed a lawsuit in the Orange County Superior Court in California against individual members of Masimo’s former board of directors asserting claims for violations of the California Labor Code and the California Unfair

Competition Law arising from Masimo’s alleged failure to timely pay him severance and certain wages purportedly owed under the Kiani Employment Agreement. The defendants dispute the claims. The Court denied defendants’ motion for judgment on the pleadings and the case is in discovery.

RTW Litigation

On October 25, 2024, Masimo commenced litigation in the United States District Court for the Southern District of New York against Roderick Wong, Naveen Yalamanchi, RTW Investments, LP, RTW Investments GP, LLC, RTW Master Fund, Ltd., RTW Offshore Fund One, Ltd., RTW Onshore Fund One, LP, RTW Innovation Master Fund, Ltd., RTW Innovation Offshore Fund, Ltd., RTW Innovation Onshore Fund, LP and RTW Fund Group GP, LLC (together, the “RTW Defendants”) and Mr. Kiani, alleging that the defendants formed a stockholder group under Section 13(d) of the Exchange Act holding 10% or more of Masimo’s common stock and engaged in short-swing trading under Section 16(b) of the Exchange Act during 2024 as a part of an empty voting scheme in connection with Masimo’s 2024 annual meeting of shareholders. The case was transferred to the Central District of California, where all claims were voluntarily dismissed except the claim seeking disgorgement of the RTW Defendants’ trading profits under Section 16(b). The case is now in discovery.

Willow Laboratories, Inc. Arbitration

On May 26, 2025, Willow Laboratories, Inc. (“Willow”), formerly known as Cercacor Laboratories, Inc., filed a demand for arbitration against Masimo with the American Arbitration Association. Willow had previously been spun off from Masimo, and Mr. Kiani is the Executive Chairman of Willow. Masimo and Willow are parties to a cross-licensing agreement (“Cross-Licensing Agreement”), which purports to obligate Masimo to pay certain royalties for use of “Rainbow Technology” (e.g., Masimo’s non‑invasive monitoring of carboxyhemoglobin and methemoglobin). Willow seeks a declaratory judgment that Willow is not obligated to repay any past royalty overpayments by Masimo. Willow also claims Masimo breached the Cross-Licensing Agreement and seeks, among other things, (i) monetary damages of at least $6 million, and (ii) specific performance compelling Masimo to supply certain products, place certain technology in escrow, and provide Willow with engineering support.

On January 28, 2026, Masimo asserted counterclaims against Willow and Mr. Kiani, seeking, among other things, (i) repayment of historical royalty overpayments, (ii) re‑assignment to Masimo of intellectual property purportedly owned by Willow, (iii) declaratory judgment that provisions under the Cross-Licensing Agreement are not enforceable, and (iv) to the extent the agreement is enforceable, declaratory judgment on the parties’ respective rights under the Cross-Licensing Agreement, including the scope of Masimo’s royalty obligations, if any.

The arbitration panel has bifurcated the proceedings. A hearing on Willow’s breach claims and Masimo’s overpayment claim is scheduled to take place in October 2026 and a hearing to address most of Masimo’s counterclaims is scheduled to take place in October 2027.

On February 6, 2026, Mr. Kiani filed a lawsuit in the Orange County Superior Court against Masimo, challenging the arbitrability of the claims asserted against him personally. On March 12, 2026, Masimo filed a motion to compel arbitration based on Mr. Kiani’s agreement to arbitrate in employment agreements signed before November 4, 2015 (i.e., employment agreements other than the Kiani Employment Agreement that is at issue in other litigation in the Orange County Superior Court). A hearing on that motion is scheduled for July 30, 2026.

The outcomes of these proceedings remain uncertain, and the Company is unable to reasonably estimate the possible loss or range of loss, if any. As discussed in Note 2, the Company is continuing to evaluate certain pre-acquisition contingencies, including legal contingencies, associated with the Masimo Acquisition.

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 programDate of Board of Directors approvalNumber of shares of Company common stock approved for repurchaseNumber of shares remaining available for repurchase as of June 26, 2026
2024 Repurchase ProgramJuly 22, 202420,000,000—
2025 Repurchase ProgramSeptember 9, 202535,000,00032,000,000

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 both the three and six-month periods ended June 26, 2026, the Company repurchased approximately 5.0 million shares of the Company’s common stock for $903 million, inclusive of excise taxes. Approximately 2.0 million of these shares were repurchased under the 2024 Repurchase Program and approximately 3.0 million of these shares were repurchased under the 2025 Repurchase Program.

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, inclusive of excise taxes as part of the 2024 Repurchase Program.

In the second quarters of 2026 and 2025 the Company paid $27 million and $56 million in excise taxes related to the 2025 and 2024 share repurchases, respectively. Cash paid for excise taxes on share repurchases is included in all other financing activities in the accompanying Consolidated Condensed Statements of Cash Flows.

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

Three-Month Period EndedSix-Month Period Ended
June 26, 2026June 27, 2025June 26, 2026June 27, 2025
Common stock - shares issued:
Balance, beginning of period888.0885.6886.9884.3
Common stock-based compensation awards0.20.31.31.6
Balance, end of period888.2885.9888.2885.9

Stock-Based Compensation

For a full description of the Company’s stock-based compensation programs, refer to Note 18 of the Company’s financial statements as of and for the year ended December 31, 2025 included in the Company’s 2025 Annual Report. As of June 26, 2026, approximately 38 million shares of the Company’s common stock were reserved for issuance under the Amended and Restated Danaher Corporation Omnibus Incentive Plan.

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

Three-Month Period EndedSix-Month Period Ended
June 26, 2026June 27, 2025June 26, 2026June 27, 2025
RSUs/PSUs:
Pretax compensation expense$64$53$100$88
Income tax benefit(13)(11)(20)(18)
RSU/PSU expense, net of income taxes51428070
Stock options:
Pretax compensation expense29385164
Income tax benefit(6)(8)(11)(13)
Stock option expense, net of income taxes23304051
Total stock-based compensation:
Pretax compensation expense9391151152
Income tax benefit(19)(19)(31)(31)
Total stock-based compensation expense, net of income taxes$74$72$120$121

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 June 26, 2026, $357 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 26, 2026, $168 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 AdjustmentsPension and Postretirement Plan Benefit AdjustmentsCash Flow Hedge AdjustmentsAccumulated Comprehensive Income (Loss)
For the Three-Month Period Ended June 26, 2026:
Balance, March 27, 2026$(633)$(184)$224$(593)
OCI before reclassifications:
Increase (decrease)(150)—(25)(175)
Income tax impact1——1
OCI before reclassifications, net of income taxes(149)—(25)(174)
Reclassification adjustments:
Increase (decrease)—1(a)(28)(b)(27)
Income tax impact—(1)—(1)
Reclassification adjustments, net of income taxes——(28)(28)
Net OCI, net of income taxes(149)—(53)(202)
Balance, June 26, 2026$(782)$(184)$171$(795)
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 impact49——49
OCI before reclassifications, net of income taxes1,028—(200)828
Reclassification adjustments:
Increase (decrease)—2(a)213(b)215
Income tax impact————
Reclassification adjustments, net of income taxes—2213215
Net OCI, net of income taxes1,0282131,043
Balance, June 27, 2025$(427)$(297)$155$(569)
Foreign Currency Translation AdjustmentsPension and Postretirement Plan Benefit AdjustmentsCash Flow Hedge AdjustmentsAccumulated Comprehensive Income (Loss)
For the Six-Month Period Ended June 26, 2026:
Balance, December 31, 2025$(239)$(185)$217$(207)
OCI before reclassifications:
Increase (decrease)(533)—33(500)
Income tax impact(10)——(10)
OCI before reclassifications, net of income taxes(543)—33(510)
Reclassification adjustments:
Increase (decrease)—2(a)(79)(b)(77)
Income tax impact—(1)—(1)
Reclassification adjustments, net of income taxes—1(79)(78)
Net OCI, net of income taxes(543)1(46)(588)
Balance, June 26, 2026$(782)$(184)$171$(795)
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 impact62——62
OCI before reclassifications, net of income taxes2,477—(161)2,316
Reclassification adjustments:
Increase (decrease)—4(a)330(b)334
Income tax impact—(1)—(1)
Reclassification adjustments, net of income taxes—3330333
Net OCI, net of income taxes2,47731692,649
Balance, June 27, 2025$(427)$(297)$155$(569)

(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