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Item 2 — Management's Discussion and Analysis
Danaher Corporation · 10-Q · Q2 FY2026 · Period ended Jun 26, 2026
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Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide material information relevant to an assessment of Danaher Corporation’s (“Danaher,” the “Company,” “we,” “us” or “our”) financial condition and results of operations, including an evaluation of the amounts and certainty of cash flows from operations and from outside sources. The MD&A is designed to focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. This includes descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on management’s assessment to have a material impact on future operations. The Company’s MD&A is divided into five sections:
•Information Relating to Forward-Looking Statements
•Overview
•Results of Operations
•Liquidity and Capital Resources
•Critical Accounting Estimates
You should read this discussion along with the Company’s MD&A and audited financial statements and Notes thereto as of and for the year ended December 31, 2025, included in the Company’s 2025 Annual Report and the Company’s Consolidated Condensed Financial Statements and related Notes as of and for the three and six-month periods ended June 26, 2026 included in this Quarterly Report on Form 10-Q (“Report”).
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Report, in other documents we file with or furnish to the Securities and Exchange Commission, in our press releases, webcasts, conference calls, presentations, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of tariff or other trade-related impacts, revenue, expenses, profit, profit margins, asset values, pricing, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, customer demand, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof (including our integration of Masimo and the anticipated benefits of such acquisition, which is further described in Note 2), divestitures, spin-offs, split-offs, initial public offerings, other securities offerings or other distributions, strategic opportunities, stock repurchases, dividends, executive compensation and potential executive stock sales or purchases; growth, declines and other trends in markets we sell into; future, new or modified laws, regulations, accounting pronouncements or public policy changes; regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future currency exchange rates and fluctuations in those rates; the potential or anticipated direct or indirect impact of public health crises, climate change, military or geopolitical conflicts or other man-made or natural disasters on our business, results of operations and/or financial condition; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Danaher intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “assume,” “continue,” “should,” “could,” “intend,” “will,” “plan,” “aim,” “expect,” “estimate,” “project,” “target,” “can,” “may,” “possible,” “potential,” “upcoming,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.
Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Important factors, risks and uncertainties that in the future could cause actual results to differ materially from those envisaged in the forward-looking statements, and that in some cases have affected us in the past, include the following:
Business and Strategic Risks
•Conditions in the global economy, the particular markets we serve and the financial markets can adversely affect our business and financial statements.
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•We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we compete effectively, we may be required to reduce the prices we charge.
•Our growth depends on the timely development and commercialization, and customer acceptance, of new and enhanced products and services (in this Report, references to products and services also includes software), based on technological innovation. Our growth also suffers when the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.
•The healthcare industry and related industries that we serve are undergoing significant changes in an effort to reduce (and increase the predictability of) costs, which can adversely affect our business and financial statements.
•Economic, political, geopolitical, legal, compliance, social and business factors, both in the U.S. and outside the U.S., can negatively affect our business and financial statements. For example, the 2025 change in the U.S. administration as well as recent Supreme Court decisions have resulted in policy, regulatory and economic changes, challenges and uncertainty, including with respect to tariffs and healthcare-related topics. In addition, conflict in the Middle East has heightened geopolitical instability and economic uncertainty.
•The development, deployment and use of artificial intelligence in our business and products, and uncertainties with respect thereto, may result in harm to our business and reputation.
•Global health crises, pandemics, epidemics or other outbreaks can adversely impact certain elements of our business and financial statements.
•Business partners and other third-parties we rely on for development, supply and/or marketing of certain products, potential products and technologies could fail to perform sufficiently.
Acquisitions, Divestitures and Investment Risks
•The inability to consummate acquisitions at our historical rate and appropriate prices, realize the economic benefits of consummated acquisitions or to make appropriate investments that support our long-term strategy, can negatively impact our business. Our acquisition of businesses (including our recent acquisition of Masimo), investments, joint ventures and other strategic relationships can also negatively impact our business and financial statements and our indemnification rights may not fully protect us from liabilities related thereto.
•Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have previously disposed could adversely affect our business and financial statements. For example, we could incur significant liability if any of the split-off or spin-off transactions we have previously consummated are determined to be a taxable transaction or otherwise pursuant to our indemnification obligations with respect to such transactions.
Operational Risks
•Significant disruptions in, or breaches in security of, our information technology (“IT”) systems or data; data privacy violations; other losses or disruptions to facilities, supply chains, distribution systems or IT systems due to catastrophe; and labor disputes can all adversely affect our business and financial statements.
•Defects, manufacturing problems and unanticipated use or inadequate disclosure with respect to our products or services, or allegations thereof, can adversely affect our business and financial statements.
•Climate change, legal or regulatory measures to address climate change and other sustainability topics and any inability to address regulatory requirements or stakeholder expectations with respect to climate change and other sustainability topics, may negatively affect our business and financial statements.
•Our financial results are subject to fluctuations in the cost and availability of the supplies we use in, and the labor we need for, our operations, as well as adverse changes with respect to key distributors and channel partners.
•Our success depends on our ability to recruit, retain and motivate talented employees.
Intellectual Property Risks
•Any inability to adequately protect or avoid third-party infringement of our intellectual property, and third-party claims we are infringing intellectual property rights, can adversely affect our business and financial statements.
•The U.S. government has certain rights with respect to incremental production capacity attributable to, and/or the intellectual property we have developed using, government financing. In addition, in times of national emergency the U.S. government could also control our allocation of manufacturing capacity.
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Financial and Tax Risks
•From time to time our outstanding debt has increased significantly as a result of acquisitions and other factors, and we expect to incur additional debt. For example, the Company incurred debt to finance a portion of the purchase price for our acquisition of Masimo. Our indebtedness may limit our operations and use of cash flow and negatively impact our credit ratings; and failure to comply with our indebtedness-related covenants could adversely affect our business and financial statements.
•Our business and financial statements can be adversely affected by foreign currency exchange rates, changes in our tax rates (including as a result of changes in tax laws) or income tax liabilities/assessments, the outcome of tax audits, recognition of impairment charges for our goodwill or other intangible assets and fluctuations in the cost and availability of commodities.
Legal, Regulatory, Compliance and Reputational Risks
•Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements.
•Our businesses are subject to extensive regulation (including those applicable to the healthcare industry). Failure to comply with those regulations (including by our employees, agents or business partners) or significant developments or changes in U.S. or non-U.S. laws or policies can adversely affect our business and financial statements.
•We are subject to, or otherwise responsible for, a variety of litigation and other legal and regulatory proceedings in the course of our business that can adversely affect our business and financial statements.
•With respect to the regulated medical devices we offer, product introductions or modifications can require regulatory clearance or authorizations and we can be required to recall or cease marketing such products; off-label marketing can result in penalties; and clinical trials can have results that are unexpected or are perceived unfavorably by the market, all of which can adversely affect our business and financial statements.
•Our operations, products and services also expose us to the risk of environmental, health and safety liabilities, costs and violations that can adversely affect our business and financial statements.
•Our By-law exclusive forum provisions could limit our stockholders’ ability to choose their preferred judicial forum for disputes.
See “Part I—Item 1A. Risk Factors” of the Company’s 2025 Annual Report and Part II-Item 1A of this report for further discussion regarding reasons that actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, presentation, materials or other communication in which they are made. Except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
OVERVIEW
General
As a result of the Company’s geographic and industry diversity, the Company faces a variety of opportunities and challenges, including rapid technological development (particularly with respect to computing, automation, artificial intelligence, mobile connectivity and digitization) in most of the Company’s served markets, the expansion and evolution of opportunities in high-growth markets, trends and costs associated with a global labor force, consolidation of the Company’s competitors, increasing regulation and a rapidly evolving global trade environment. The Company operates in a highly competitive business environment in most markets, and the Company’s long-term growth and profitability will depend in particular on its ability to expand its business in high-growth geographies and high-growth market segments, identify, consummate and integrate appropriate acquisitions and identify and consummate appropriate investments and strategic partnerships, develop innovative and differentiated new products and services with higher gross profit margins, expand and improve the effectiveness of the Company’s sales force, continue to reduce costs and improve operating efficiency and quality and effectively address the demands of an increasingly regulated global environment and the evolving trade environment. The Company is making significant investments, organically and through acquisitions and investments, to address the rapid pace of technological change in its served markets and to position its manufacturing, research and development and customer-facing resources to be responsive to the Company’s customers throughout the world and improve the efficiency of the Company’s operations.
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Business Performance and Outlook
During the second quarter of 2026, the Company’s overall revenues and core sales increased 5.5% and 3.0%, respectively, compared to the comparable period of 2025. Core sales excluding respiratory testing increased 4.5% during the second quarter of 2026 compared to the comparable period of 2025. The increase in core sales in the second quarter of 2026 was due to higher core sales in the Life Sciences segment, and to a lesser extent in the Biotechnology and Diagnostics segments. Acquisitions contributed 1.5% to the increase in sales and the impact of foreign currency increased reported sales by 1.0% during the three-month period ended June 26, 2026. For the six-month period ended June 26, 2026, the Company’s overall revenues and core sales increased 4.5% and 2.0%, respectively, compared to the comparable period of 2025. Core sales excluding respiratory testing increased 4.0% during the six-month period ended June 26, 2026 compared to the comparable period of 2025. The increase in core sales was due to higher core sales in the Biotechnology and Life Sciences segments, partially offset by lower core sales in the Diagnostics segment. During the six-month period ended June 26, 2026, acquisitions contributed 0.5% to the increase in sales and the impact of foreign currency increased reported sales by 2.0%. Price decreases of 0.5% negatively impacted sales growth on a year-over-year basis during the three-month period ended June 26, 2026 while price changes did not have a significant impact on sales growth on a year-over-year basis during the six-month period. Price changes are reflected as a component of core sales above. For the definitions of “core sales,” “core sales excluding respiratory testing” and “acquisitions” refer to “—Results of Operations” below.
Geographically, the Company’s sales in the three-month period ended June 26, 2026 in developed markets increased year-over-year by 2% and core sales in developed markets were down slightly due to a low-single digit core sales decrease in Western Europe and a slight decline in core sales in North America. The decrease in core sales in developed markets was primarily driven by the Biotechnology segment due to difficult prior year comparisons and the Diagnostics segment due to lower respiratory sales. For the same period, sales in high-growth markets increased year-over-year by 15% and core sales were up more than 10% driven by increases across all three segments and across all major high-growth market regions. High-growth markets represented approximately 31% of the Company’s total sales in the second quarter of 2026. For additional information regarding the Company’s sales by geographical region during the three and six-month periods ended June 26, 2026 and June 27, 2025, refer to Note 4 to the accompanying Consolidated Condensed Financial Statements.
The Company’s net earnings for the three and six-month periods ended June 26, 2026 totaled $870 million and approximately $1.9 billion, or $1.23 and $2.68 per diluted common share, respectively, compared to $555 million and approximately $1.5 billion or $0.77 and $2.10 per diluted common share, respectively, for the three and six-month periods ended June 27, 2025. Impairment charges in 2025 of $432 million ($328 million after-tax or $0.46 per diluted common share), and $447 million ($339 million after-tax or $0.47 per diluted common share), recorded in the three and six-month periods ended June 27, 2025, respectively, drove the year-over-year increase in net earnings and diluted net earnings per common share in both periods.
Currency exchange rates increased reported sales by approximately 1.0% and 2.0%, respectively, for the three and six-month periods ended June 26, 2026, compared to the comparable periods of 2025, primarily due to the exchange rates of the U.S. dollar compared to the euro and other major currencies. In future periods, strengthening of the U.S. dollar against other major currencies compared to the exchange rates in effect as of June 26, 2026 would adversely impact the Company’s sales and results of operations on an overall basis, and weakening of the U.S. dollar against other major currencies compared to the exchange rates in effect as of June 26, 2026 would positively impact the Company’s sales and results of operations. In addition to the translational exchange rate risk to sales, the Company also faces transactional exchange rate risk from transactions with customers in countries outside the U.S. and from intercompany transactions between affiliates. Transactional exchange rate risk (and any resulting gains or losses) arises from the purchase and sale of goods and services in currencies other than the Company’s functional currency or the functional currency of its applicable subsidiary.
Danaher operates a diversified global supply chain and sources parts and materials globally. In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”), which the U.S. administration relied on to impose certain tariffs, does not authorize the imposition of such tariffs. On March 4, 2026, the U.S. Court of International Trade ordered the U.S. Customs and Border Protection (“CBP”) to process refunds of the IEEPA tariffs, and the CBP has begun accepting and processing applications for refunds on certain IEEPA tariffs. The IEEPA tariffs remain subject to ongoing litigation between the administration and other parties. In response to the U.S. Supreme Court ruling mentioned above, the administration implemented new tariffs under alternative statutory authority. The Company intends to pursue any refunds to which it is entitled. To the extent the Company recovers refunds in periods subsequent to the second quarter of 2026, the Company will recognize earnings for the refunds, less any amounts due to customers. The full impact of the U.S. Supreme Court’s ruling and the administration’s response, including the timing and extent of refunds and the impact of the new tariffs, remain uncertain. The tariffs enacted in 2025 and in the first half of 2026 and related refunds did not have a material impact on the Company’s business or financial statements in the periods presented.
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While the Company did not experience material interruption to its supply chain or operations in the first half of 2026 as a result of the conflict in the Middle East, the Company did experience delays and higher logistics costs in the delivery of goods to customers in the region. The conflict has significantly reduced the export of oil and natural gas from the Persian Gulf, creating upward pressure on oil and natural gas prices, and has also disrupted and increased the costs of certain other supplies. Refer to “Part II - Other Information - Item 1A - Risk Factors” for a further discussion of the risks relating to the conflict in the Middle East. To the extent the conflict continues and/or escalates, the negative impacts noted above may continue or increase, the risks referenced above may eventuate and demand for the Company’s products could be adversely affected.
Acquisitions
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. 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.
RESULTS OF OPERATIONS
Non-GAAP Measures
In this Report, references to the non-GAAP measure of core sales (also referred to as core revenues or sales/revenues from existing businesses) refer to sales calculated according to U.S. GAAP, but excluding:
•sales from acquired businesses (as defined below); and
•the impact of currency translation.
References to sales or operating profit attributable to acquisitions or acquired businesses refer to sales or operating profit, as applicable, from acquired businesses recorded prior to the first anniversary of the acquisition less any sales and operating profit, during the applicable period, attributable to divested product lines not considered discontinued operations. The portion of revenue attributable to currency translation is calculated as the difference between:
•the period-to-period change in revenue (excluding sales from acquired businesses (as defined above)); and
•the period-to-period change in revenue (excluding sales from acquired businesses (as defined above)) after applying current period foreign exchange rates to the prior year period.
Beginning with this Report, in addition to disclosing core sales growth, the Company is disclosing a new non-GAAP measure, titled “Core sales excluding respiratory testing.” This new measure adjusts core sales to exclude revenues related to the sale of respiratory testing products in the Company’s molecular diagnostics business in the Diagnostics segment. Demand for respiratory testing depends significantly on the severity levels of influenza and influenza-like illness in a given period, and these severity levels are not under management’s control. As a result, presenting core sales on a basis that combines respiratory testing revenue with other Diagnostics business revenues can obscure underlying growth trends within the Diagnostics businesses. The Company believes that presenting this additional measure will complement core sales, enhance investors’ understanding of the historical and anticipated performance of the Diagnostics businesses and Danaher as a whole, including with respect to underlying growth trends, and facilitate comparisons of period-to-period performance.
Core sales growth (decline) and the related measure of core sales excluding respiratory testing (collectively, the “core sales measures”) should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies. Management believes that reporting these non-GAAP financial measures provides useful information to investors by helping identify underlying growth trends in Danaher’s business and facilitating comparisons of Danaher’s revenue performance with its performance in prior and future periods and to Danaher’s peers. Management also uses these measures to assess the Company’s operating and financial performance and uses core sales growth as one of the performance measures in the Company’s executive short-term cash incentive compensation program. The Company excludes the effect of currency translation from these measures because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends. The Company excludes the effect of acquisitions and divestiture-related items because the nature, size, timing and number of acquisitions and divestitures can vary dramatically from period-to-period and between
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the Company and its peers and can also obscure underlying business trends and make comparisons of long-term performance difficult. The Company deems acquisition-related transaction costs incurred in a given period to be significant (generally relating to the Company’s larger acquisitions) if it determines that such costs exceed the range of acquisition-related transaction costs typical for Danaher in a given period.
Beginning with the Company’s Quarterly Report on Form 10-Q for the third quarter of 2026, the Company intends to exclude from the core sales measures the impact, if any, of tariff refunds (related to tariff payments made in prior periods) that are returned, or expected to be returned, to customers. The Company believes this adjustment will help investors better understand underlying growth trends in the Company’s business that otherwise may be obscured by the above-noted tariff-related impacts.
Throughout this discussion, references to sales growth or decline refer to the impact of both price and unit sales and references to productivity improvements generally refer to improved cost-efficiencies resulting from the ongoing application of the Danaher Business System.
Sales Growth and Core Sales Growth
% Change Three-Month Period Ended June 26, 2026 vs. Comparable 2025 Period % Change Six-Month Period Ended June 26, 2026 vs. Comparable 2025 Period
Total sales growth (GAAP) 5.5 % 4.5 %
Impact of:
Acquisitions (1.5) % (0.5) %
Currency exchange rates (1.0) % (2.0) %
Core sales growth (non-GAAP) 3.0 % 2.0 %
Impact of respiratory testing 1.5 % 2.0 %
Core sales growth excluding respiratory testing (non-GAAP) 4.5 % 4.0 %
Operating Profit Performance
Operating profit margins increased 520 basis points from 12.8% during the three-month period ended June 27, 2025 to 18.0% for the three-month period ended June 26, 2026.
Second quarter 2026 vs. second quarter 2025 operating profit margin comparisons were favorably impacted by:
•Second quarter 2025 impairment charge related to a trade name in the Life Sciences segment. Refer to Note 8 to the accompanying Consolidated Condensed Financial Statements for additional information - 730 basis points
Second quarter 2026 vs. second quarter 2025 operating profit margin comparisons were unfavorably impacted by:
•Second quarter 2026 fair value adjustments to inventory, transaction costs deemed significant and pre-acquisition share-based and change-in-control payments, in each case related to the Masimo Acquisition in the Diagnostics segment - 175 basis points
•Incremental dilutive effect in 2026 of acquired businesses - 30 basis points
•The impact of product mix and changes in leverage in the Company’s operational and administrative costs structure, net of higher second quarter 2026 core sales - 5 basis points
Operating profit margins increased 280 basis points from 17.4% during the six-month period ended June 27, 2025 to 20.2% for the six-month period ended June 26, 2026.
Year-to-date 2026 vs. year-to-date 2025 operating profit margin comparisons were favorably impacted by:
•First half of 2025 impairment charge related to a trade name in the Life Sciences segment and a facility in the Biotechnology segment - 385 basis points
•Higher first half of 2026 core sales and improvements in leverage in the Company’s operational and administrative cost structure, net of the impact of product mix - 15 basis points
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Year-to-date 2026 vs. year-to-date 2025 operating profit margin comparisons were unfavorably impacted by:
•First half of 2026 fair value adjustments to inventory, transaction costs deemed significant and pre-acquisition share-based and change-in-control payments, in each case related to the Masimo Acquisition in the Diagnostics segment - 100 basis points
•Incremental dilutive effect in 2026 of acquired businesses - 20 basis points
Business Segments
Sales by business segment for each of the periods indicated were as follows ($ in millions):
Three-Month Period Ended Six-Month Period Ended
June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025
Biotechnology $ 1,920 $ 1,850 $ 3,717 $ 3,462
Life Sciences 1,879 1,777 3,616 3,457
Diagnostics 2,466 2,309 4,883 4,758
Total $ 6,265 $ 5,936 $ 12,216 $ 11,677
For information regarding the Company’s sales by geographical region, refer to Note 4 to the accompanying Consolidated Condensed Financial Statements.
BIOTECHNOLOGY
The Biotechnology segment offers a broad range of equipment, consumables, software and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines. The Company’s solutions support a broad range of biotherapeutics including monoclonal antibodies, recombinant proteins, replacement therapies such as insulin and vaccines, as well as novel cell, gene, mRNA and other nucleic acid therapies.
Biotechnology Selected Financial Data
Three-Month Period Ended Six-Month Period Ended
($ in millions) June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025
Sales $ 1,920 $ 1,850 $ 3,717 $ 3,462
Operating profit 556 531 1,090 972
Depreciation 40 38 80 72
Amortization of intangible assets 231 228 465 441
Operating profit as a % of sales 29.0 % 28.7 % 29.3 % 28.1 %
Depreciation as a % of sales 2.1 % 2.1 % 2.2 % 2.1 %
Amortization as a % of sales 12.0 % 12.3 % 12.5 % 12.7 %
Sales Growth and Core Sales Growth
% Change Three-Month Period Ended June 26, 2026 vs. Comparable 2025 Period % Change Six-Month Period Ended June 26, 2026 vs. Comparable 2025 Period
Total sales growth (GAAP) 4.0 % 7.5 %
Impact of:
Currency exchange rates (1.5) % (3.0) %
Core sales growth (non-GAAP) 2.5 % 4.5 %
Price increases in the segment contributed 1.5% to sales growth on a year-over-year basis in both periods and are reflected as a component of core sales above.
Total segment sales increased 4.0% and 7.5% during the three and six-month periods, respectively. The increase in segment sales in both the three and six-month periods was led by increased core sales, and to a lesser extent by the impact of currency exchange rates. In the three-month period ended June 26, 2026, the year-over-year increase in total segment core sales was led by increased sales of consumables and to a lesser extent, higher equipment sales. The year-over-year increase in total segment core sales in the six-month period ended June 26, 2026 was led by increased sales of consumables, partially offset by lower equipment sales. Geographically, the increase in core sales in the three-month
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period ended June 26, 2026 was led by China, partially offset by Western Europe and North America. The decrease in core sales in developed markets was primarily driven by difficult prior year comparisons. The increase in core sales in the six-month period ended June 26, 2026 was led by China and Western Europe, partially offset by North America.
The year-over-year increase in core sales in the segment in the three and six-month periods was led by low-single digit and mid-single digit core growth, respectively, in the bioprocessing business. This growth was primarily driven by improved consumables demand and to a lesser extent, improved equipment sales in the three-month period, which more than offset the impact of certain large commercial customers moving the timing of shipments out of the quarter. Core sales in the discovery and medical business increased year-over-year in both periods, driven by increased consumables in both periods, led by pharma and biopharma customers and an improving academic and research funding environment.
Operating Profit Performance
Operating profit margins increased 30 basis points during the three-month period ended June 26, 2026 as compared to the comparable period of 2025 due to higher second quarter 2026 core sales, net of the impact of product mix.
Operating profit margins increased 120 basis points during the six-month period ended June 26, 2026 as compared to the comparable period of 2025. The following factors favorably impacted year-over-year operating profit margin:
•Higher first half of 2026 core sales, net of the impact of changes in leverage from the Company’s operations and administrative cost structure and the impact of product mix - 75 basis points
•First half of 2025 impairment charge related to a facility - 45 basis points
Amortization of intangible assets as a percentage of sales decreased during both the three and six-month periods ended June 26, 2026 as compared to the comparable periods of 2025, primarily as a result of the increase in sales.
LIFE SCIENCES
The Life Sciences segment offers a broad range of instruments, consumables, services and software that are primarily used by customers to study the basic building blocks of life, including DNA and RNA, nucleic acid, proteins, metabolites and cells, in order to understand the causes of disease, identify new therapies, and test and manufacture new drugs, vaccines and gene editing technologies. Additionally, the segment provides products and consumables used to filter and remove contaminants from a variety of liquids and gases in many end-market applications.
Life Sciences Selected Financial Data
Three-Month Period Ended Six-Month Period Ended
($ in millions) June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025
Sales $ 1,879 $ 1,777 $ 3,616 $ 3,457
Operating profit 244 (239) 469 (38)
Depreciation 48 45 96 90
Amortization of intangible assets 151 150 303 299
Operating profit (loss) as a % of sales 13.0 % (13.4) % 13.0 % (1.1) %
Depreciation as a % of sales 2.6 % 2.5 % 2.7 % 2.6 %
Amortization as a % of sales 8.0 % 8.4 % 8.4 % 8.6 %
Sales Growth and Core Sales Growth
% Change Three-Month Period Ended June 26, 2026 vs. Comparable 2025 Period % Change Six-Month Period Ended June 26, 2026 vs. Comparable 2025 Period
Total sales growth (GAAP) 5.5 % 4.5 %
Impact of:
Currency exchange rates — % (1.5) %
Core sales growth (non-GAAP) 5.5 % 3.0 %
Price increases did not have a significant impact on sales growth on a year-over-year basis during both the three and six-month periods ended June 26, 2026 and are reflected as a component of core sales above.
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Total segment sales increased 5.5% and 4.5%, respectively, during the three and six-month periods ended June 26, 2026. The sales increase in both periods was primarily driven by increased core sales, and to a lesser extent currency exchange rates in the six-month period. The year-over-year increase in total segment core sales in both the three and six-month periods ended June 26, 2026 was driven by an increase in consumables sales and to a lesser extent higher demand for equipment. Over the first half of 2026, demand from applied, pharmaceutical, biopharmaceutical and biotechnology customers continued to strengthen and demand from academic and government customers improved modestly, but remains muted overall. Geographically, the core sales increase was led by the high-growth markets in both periods.
The year-over-year increase in segment core sales in both the three and six-month periods was led by the filtration business and to a lesser extent, the life sciences instruments and life sciences consumables businesses. The year-over-year core sales increase in the filtration business in both periods was driven by higher demand for microelectronic and energy products. In the three-month period ended June 26, 2026, the increase in core sales in the life science instruments businesses was driven by higher demand for consumables in the flow cytometry and lab automation solutions business and mass spectrometry businesses and increased demand for equipment in the microscopy and mass spectrometry businesses. The increase in core sales in the life science instruments businesses in the six-month period ended June 26, 2026 was driven by increased demand for consumables, partially offset by lower equipment demand.
Operating Profit Performance
Operating profit margins increased 2,640 basis points during the three-month period ended June 26, 2026 as compared to the comparable period of 2025. The following factors favorably impacted year-over-year operating profit margin:
•Second quarter 2025 impairment charge related to a trade name. Refer to Note 8 to the accompanying Consolidated Condensed Financial Statements for additional information - 2,430 basis points
•Higher second quarter 2026 core sales, net of the impact of product mix and the impact of changes in leverage from the Company’s operations and administrative cost structure - 210 basis points
Operating profit margins increased 1,410 basis points during the six-month period ended June 26, 2026 as compared to the comparable period of 2025. The following factors favorably impacted year-over-year operating profit margin:
•First half of 2025 impairment charge related to a trade name - 1,250 basis points
•Higher first half of 2026 core sales and improvements in leverage in the Company’s operational and administrative cost structure, net of the impact of product mix - 160 basis points
Amortization of intangible assets as a percentage of sales decreased during both the three and six-month periods ended June 26, 2026 as compared to the comparable periods of 2025, primarily as a result of the increase in sales.
DIAGNOSTICS
The Diagnostics segment offers clinical instruments, consumables, software and services that hospitals, physicians’ offices, reference laboratories and other critical care settings use to diagnose disease and make treatment decisions.
Diagnostics Selected Financial Data
Three-Month Period Ended Six-Month Period Ended
($ in millions) June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025
Sales $ 2,466 $ 2,309 $ 4,883 $ 4,758
Operating profit 416 554 1,090 1,272
Depreciation 107 100 209 200
Amortization of intangible assets 81 48 129 96
Operating profit as a % of sales 16.9 % 24.0 % 22.3 % 26.7 %
Depreciation as a % of sales 4.3 % 4.3 % 4.3 % 4.2 %
Amortization as a % of sales 3.3 % 2.1 % 2.6 % 2.0 %
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Sales Growth and Core Sales Growth (Decline)
% Change Three-Month Period Ended June 26, 2026 vs. Comparable 2025 Period % Change Six-Month Period Ended June 26, 2026 vs. Comparable 2025 Period
Total sales growth (GAAP) 7.0 % 2.5 %
Impact of:
Acquisitions (4.0) % (2.0) %
Currency exchange rates (1.0) % (1.5) %
Core sales growth (decline) (non-GAAP) 2.0 % (1.0) %
Impact of respiratory testing 3.0 % 5.0 %
Core sales growth excluding respiratory testing (non-GAAP) 5.0 % 4.0 %
Price decreases in the segment of 1.5% in both the three and six-month periods ended June 26, 2026, primarily attributable to the volume-based procurement program in China and the impact of sales promotions in the six-month period ended June 26, 2026, negatively impacted the year-over-year change in sales and are reflected as a component of core sales above.
Total segment sales increased 7.0% and 2.5%, respectively, during the three and six-month periods ended June 26, 2026 primarily as a result of the Masimo Acquisition. In the three-month period ended June 26, 2026, core sales growth and the impact of currency exchange rates also contributed to the increase in segment sales. In the three-month period ended June 26, 2026, increased demand in the clinical diagnostics businesses more than offset decreased demand for respiratory tests in the molecular diagnostics business. Core sales excluding respiratory testing increased 5.0% during the three-month period ended June 26, 2026. During the six-month period ended June 26, 2026, segment sales increased as result of the Masimo Acquisition and the impact of currency exchange rates, partially offset by decreased core sales. The decrease in segment core sales in the six-month period ended June 26, 2026 was primarily driven by decreased year-over-year demand for respiratory tests in the molecular diagnostics business, partially offset by increased demand in the clinical diagnostics businesses. Core sales excluding respiratory testing increased 4.0% during the six-month period ended June 26, 2026. Geographically, the core sales increase in the three-month period ended June 26, 2026 was led by North America, Middle East and Western Europe, partially offset by declines in China. Geographically, the core sales decrease in the six-month period ended June 26, 2026 was led by China, North America and Western Europe, partially offset by the Middle East. The core sales decrease in China in both periods was partially attributable to the pricing impact of China’s volume-based procurement program and healthcare reimbursement changes, which has moderated as the Company began to move beyond the most significant year-over-year impacts of these changes that began in late 2024.
During both the three and six-month periods ended June 26, 2026, core sales in the molecular diagnostics business declined year-over-year as increased core sales of non-respiratory tests were more than offset by decreased core sales of respiratory tests. The decreased demand for respiratory tests was driven primarily by a less severe respiratory season in the first half of 2026 compared to the comparable period of 2025. The relative severity of the upcoming respiratory season and customer purchases in the first half of 2026 in preparation for such respiratory season could adversely impact demand for such tests over the remainder of 2026. In the segment’s clinical diagnostics businesses, core sales increased year-over-year in both the three and six-month periods, led by the clinical lab business, and to a lesser extent by the acute care diagnostics and pathology diagnostics businesses. In the clinical lab businesses, increased year-over-year core sales in North America and in the high growth markets outside of China, more than offset core sales declines in China in the three and six-month periods.
Operating Profit Performance
Operating profit margin decreased 710 basis points during the three-month period ended June 26, 2026 as compared to the comparable period of 2025. The following factors unfavorably impacted year-over-year operating profit margin:
•Second quarter 2026 fair value adjustments to inventory, transaction costs deemed significant and pre-acquisition share-based and change-in-control payments, in each case related to the Masimo Acquisition - 440 basis points
•The impact of product mix and changes in leverage in the segment’s operational and administrative cost structure, net of higher second quarter 2026 core sales - 165 basis points
•Incremental dilutive effect in 2026 of acquired businesses - 105 basis points
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Operating profit margin decreased 440 basis points during the six-month period ended June 26, 2026 as compared to the comparable period of 2025. The following factors unfavorably impacted year-over-year operating profit margin:
•First half of 2026 fair value adjustments to inventory, transaction costs deemed significant and pre-acquisition share-based and change-in-control payments, in each case related to the Masimo Acquisition - 255 basis points
•Lower first half of 2026 core sales and the impact of product mix, net of improvements in leverage in the Company’s operational and administrative cost structure - 125 basis points
•Incremental dilutive effect in 2026 of acquired businesses - 60 basis points
Amortization of intangible assets as a percentage of sales increased during both the three and six-month periods ended June 26, 2026 as compared to the comparable periods of 2025, primarily as a result of the impact of the Masimo Acquisition.
COST OF SALES AND GROSS PROFIT
Three-Month Period Ended Six-Month Period Ended
($ in millions) June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025
Sales $ 6,265 $ 5,936 $ 12,216 $ 11,677
Cost of sales (2,654) (2,413) (5,014) (4,643)
Gross profit $ 3,611 $ 3,523 $ 7,202 $ 7,034
Gross profit margin 57.6 % 59.3 % 59.0 % 60.2 %
Cost of sales increased year-over-year during both the three and six-month periods ended June 26, 2026 as compared to the comparable periods in 2025. The increase was primarily due to the impact of higher year-over-year sales volumes, the impact of recently acquired businesses and a $46 million acquisition-related charge associated with the fair value adjustment to inventory recorded in connection with the Masimo Acquisition in the second quarter of 2026. In the six-month period ended June 26, 2026, these increases were partially offset by a $15 million impairment charge related to a facility in the Biotechnology segment recorded in 2025.
Year-over-year gross profit margin decreased during both the three and six-month periods ended June 26, 2026 as compared to the comparable periods in 2025 primarily due to the impact of product mix and the fair value adjustment to inventory in 2026, referenced above, partially offset by the facility impairment recorded in 2025, referenced above in the six-month period.
OPERATING EXPENSES
Three-Month Period Ended Six-Month Period Ended
($ in millions) June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025
Sales $ 6,265 $ 5,936 $ 12,216 $ 11,677
Selling, general and administrative expenses 2,072 2,360 3,932 4,218
Research and development expenses 412 403 799 782
SG&A as a % of sales 33.1 % 39.8 % 32.2 % 36.1 %
R&D as a % of sales 6.6 % 6.8 % 6.5 % 6.7 %
SG&A expenses as a percentage of sales decreased year-over-year during both the three and six-month periods ended June 26, 2026 as compared to the comparable periods in 2025, primarily driven by the $432 million impairment charge related to a trade name in the Life Sciences segment recorded in the second quarter of 2025, partially offset by pre-acquisition share-based and change-in-control payments and transaction costs incurred of $62 million and $79 million in the three and six-month periods ended June 26, 2026, respectively, and additional amortization expense, each related to the Masimo Acquisition.
R&D expenses (consisting principally of internal and contract engineering personnel costs) as a percentage of sales decreased slightly during both the three and six-month periods ended June 26, 2026 as compared to the comparable periods of 2025, primarily as a result of the increase in sales.
OTHER INCOME (EXPENSE), NET
For a description of the Company’s other income (expense), net during the three and six-month periods ended June 26, 2026 and June 27, 2025, refer to Note 7 to the accompanying Consolidated Condensed Financial Statements.
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INTEREST COSTS AND FINANCING
For a discussion of the Company’s outstanding indebtedness, refer to Note 10 to the accompanying Consolidated Condensed Financial Statements.
Interest expense of $107 million and $170 million for the three and six-month periods ended June 26, 2026, respectively, was $36 million higher and $27 million higher than the comparable periods of 2025, due primarily to higher average borrowings in 2026 compared to 2025.
Interest income of $61 million and $88 million for the three and six-month periods ended June 26, 2026, respectively, was $53 million higher and $74 million higher than the comparable periods of 2025, due primarily to higher average cash balances in 2026 compared to 2025.
INCOME TAXES
The following table summarizes the Company’s effective tax rate:
Three-Month Period Ended Six-Month Period Ended
June 26, 2026 June 27, 2025 June 26, 2026 June 27, 2025
Effective tax rate 19.3 % 15.3 % 17.9 % 15.4 %
The Company operates globally, including in certain jurisdictions with lower tax rates than the 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%.
The Company (including its subsidiaries) conducts business globally, and files numerous consolidated and separate income tax returns in federal, state and foreign jurisdictions. In addition to the Company’s significant presence in the U.S., the Company also has a significant presence in China, Denmark, Germany, Singapore, Sweden, Switzerland and the United Kingdom. Excluding these jurisdictions, the Company believes that a change in the statutory tax rate of any individual foreign country would not have a material impact on the Company’s financial statements given the geographical dispersion of the Company’s taxable income.
The Company and its subsidiaries are routinely examined by various U.S. and non-U.S. taxing authorities. The IRS has completed substantially all of the examinations of the Company’s federal income tax returns through 2015 and is currently examining certain of the Company’s federal income tax returns for 2016 through 2022. In addition, the Company has subsidiaries in Canada, China, Denmark, France, Germany, India, Singapore, Spain and various other countries, states and provinces that are currently under audit for years ranging from 2004 through 2024.
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In the fourth quarter of 2022, the 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.
The Company expects its effective tax rate for the remainder of 2026 to be approximately 17.0% based on its projected mix of earnings. The Company’s effective tax rate could vary as a result of many factors, including but not limited to the following:
•The expected rate for the remainder of 2026 includes the anticipated discrete income tax benefits from excess tax deductions related to the Company’s stock compensation programs, which are reflected as a reduction in tax expense, though the actual benefits (if any) will depend on the Company’s stock price and stock option exercise patterns.
•The actual mix of earnings by jurisdiction could fluctuate from the Company’s projection.
•The tax effects of other discrete items, including accruals related to tax contingencies, the resolution of worldwide tax matters, tax audit settlements, statute of limitations expirations and changes in tax regulations.
•Any additional future changes in tax law or the implementation of increases in tax rates, the impact of future regulations and any related additional tax planning efforts to address these changes.
As a result of the uncertainty in predicting these items, it is reasonably possible that the actual effective tax rate used for financial reporting purposes will change in future periods compared to the estimate above.
Refer to Note 6 to the accompanying Consolidated Condensed Financial Statements for discussion regarding the Company’s significant tax matters.
COMPREHENSIVE INCOME
Comprehensive income decreased by $930 million and approximately $2.8 billion for the three and six-month periods ended June 26, 2026, respectively, as compared to the comparable periods of 2025. For the three and six-month periods ended June 26, 2026, the decrease in comprehensive income was primarily driven by increased losses from foreign currency translation adjustments and cash flow hedge adjustments, partially offset by higher net earnings. The Company recorded foreign currency translation losses of $149 million and gains of approximately $1.0 billion for the three-month periods ended June 26, 2026 and June 27, 2025, respectively. The Company recorded foreign currency translation losses of $543 million and gains of approximately $2.5 billion for the six-month periods ended June 26, 2026 and June 27, 2025, respectively. The foreign currency translation losses in both the three and six-month periods ended June 26, 2026 were primarily driven by the change in the exchange rates between the U.S. dollar, Swedish krona and the euro. Foreign currency translation adjustments reflect the gain or loss resulting from the impact of the change in currency exchange rates on the Company’s foreign operations as they are translated to the Company’s reporting currency, the U.S. dollar. The Company recorded losses of $53 million and $46 million from cash flow hedge adjustments related to the Company’s cross-currency swap derivative contracts for the three and six-month periods ended June 26, 2026, respectively, as compared to gains of $13 million and $169 million for the comparable periods of 2025.
LIQUIDITY AND CAPITAL RESOURCES
Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. The Company continues to generate substantial cash from operating activities and believes that its operating cash flow, cash on hand and other sources of liquidity will be sufficient to allow it to continue investing in existing businesses (including capital expenditures), consummating strategic acquisitions and investments, paying interest and servicing debt, paying dividends and funding restructuring activities, as well as to repurchase common stock when deemed appropriate and manage its capital structure on a short-term and long-term basis.
The Company has relied primarily on borrowings under its commercial paper program to address liquidity requirements that exceed the capacity provided by its operating cash flows and cash on hand, while also accessing the capital markets from time to time including to secure financing for more significant acquisitions or to take advantage of favorable interest rate environments or other market conditions. Subject to any limitations that may result from market disruptions, the Company anticipates following the same approach in the future.
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Overview of Cash Flows and Liquidity
Following is an overview of the Company’s cash flows and liquidity ($ in millions):
Six-Month Period Ended
June 26, 2026 June 27, 2025
Net cash provided by operating activities $ 2,856 $ 2,637
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 activities 20 14
Total cash used in investing activities $ (10,396) $ (500)
(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) 6,555 4
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 activities $ 7,319 $ (1,502)
As of June 26, 2026, the Company held approximately $4.3 billion of cash and cash equivalents.
Operating Activities
Cash flows from operating activities can fluctuate significantly from period-to-period as working capital needs and the timing of payments for income taxes, restructuring activities and productivity improvement initiatives and other items impact reported cash flows.
Operating cash flows were approximately $2.9 billion for the first six months of 2026, an increase of $219 million, or 8%, as compared to the comparable period of 2025. The year-over-year change in operating cash flows from 2025 to 2026 was primarily attributable to the following factors:
•2026 operating cash flows reflected an increase of $390 million in net earnings for the first six months of 2026 as compared to the comparable period in 2025.
•Net earnings for the first six months of 2026 also included $359 million lower year-over-year noncash charges primarily for 2025 impairment charges and unrealized investment gains/losses, net of higher intangible asset amortization, depreciation and amortization of acquisition-related inventory fair-value step-up. Depreciation expense relates to the Company’s manufacturing and operating facilities as well as instrumentation leased to customers under OTL arrangements. Depreciation, amortization, impairments and stock compensation are noncash expenses that decrease earnings without a corresponding impact to operating cash flows. Unrealized investment gains/losses impact net earnings without immediately impacting cash flows as the cash flow impact from investments occurs when the invested capital is returned to the Company.
•The aggregate of trade accounts receivable, inventories and trade accounts payable used $120 million in operating cash flows during the first six months of 2026, compared to $225 million of operating cash flows used in the comparable period of 2025. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories and trade accounts payable depends upon how effectively the Company manages the cash conversion cycle, which effectively represents the number of days that elapse from the day it pays for the purchase of raw materials and components to the collection of cash from its customers and can be significantly impacted by the timing of collections and payments in a period.
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•The aggregate of prepaid expenses and other assets, deferred income taxes and accrued expenses and other liabilities used $490 million of operating cash flows during the first six months of 2026, compared to $573 million of operating cash flows used in the comparable period of 2025. The timing of various employee-related liabilities, customer funding, indirect taxes and accrued expenses drove the majority of this change.
Investing Activities
Cash flows relating to investing activities consist primarily of cash used for acquisitions and capital expenditures, including instruments leased to customers, cash used for investments and cash proceeds from divestitures of businesses or assets.
Net cash used in investing activities increased approximately $9.9 billion in the six-month period ended June 26, 2026 compared to the comparable period of 2025, primarily as a result of higher cash paid for acquisitions in 2026 related to the Masimo Acquisition. For a discussion of the Masimo Acquisition refer to “—Overview”. In addition, during the six-month periods ended June 26, 2026 and June 27, 2025 the Company invested $67 million and $50 million, respectively, in non-marketable equity securities and partnerships.
Though the relative significance of particular categories of capital investment can change from period to period, capital expenditures are typically made for increasing manufacturing capacity, the manufacture of instruments that are used in OTL arrangements, replacing equipment, purchasing buildings, supporting new product development and improving information technology systems. Capital expenditures increased $13 million on a year-over-year basis for the six-month period ended June 26, 2026 compared to the comparable period in 2025.
Financing Activities and Indebtedness
Cash flows relating to financing activities can consist of cash flows associated with the issuance and repayments of commercial paper, issuance and repayment of long-term debt, borrowings under committed credit facilities, issuance and repurchases of common stock, issuance of preferred stock and payments of cash dividends to shareholders. Financing activities provided cash of approximately $7.3 billion during the six-month period ended June 26, 2026 compared to approximately $1.5 billion of cash used in the comparable period of 2025. The year-over-year increase in cash provided by financing activities was primarily due to higher proceeds from borrowings in 2026 compared to 2025, partially offset by the 2026 repayments of long-term borrowings and lower cash used to repurchase the Company’s common stock in 2026 compared to 2025.
For a description of the Company’s outstanding debt as of June 26, 2026, new long-term borrowings, repayments of long-term borrowings, a new credit facility and the Company’s commercial paper programs and other credit facilities, refer to Note 10 to the accompanying Consolidated Condensed Financial Statements. As of June 26, 2026, the Company was in compliance with all of its debt covenants.
Stock Repurchase Program
For information regarding the Company’s stock repurchase program and repurchases of common stock, refer to Part II—Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds”.
Dividends
Aggregate cash payments for dividends on Company common stock during the six-month period ended June 26, 2026 were $509 million compared to $423 million for the six-month period ended June 27, 2025. The increase in dividend payments on the Company’s common stock compared to the comparable period of 2025 is due to the increase in the quarterly dividend rate for common stock beginning with respect to the dividends paid in the second quarters of 2025 and 2026, partially offset by lower average common stock outstanding.
In the second quarter of 2026, the Company declared a regular quarterly dividend of $0.40 per share of Company common stock payable on July 31, 2026 to holders of record as of June 26, 2026.
Cash and Cash Requirements
As of June 26, 2026, the Company held approximately $4.3 billion of cash and cash equivalents on deposit with financial institutions or invested in highly liquid investment-grade debt instruments with a maturity of 90 days or less. Of the cash and cash equivalents, approximately $1.2 billion was held within the U.S. and approximately $3.1 billion was held outside of the U.S. The Company will continue to have cash requirements to support general corporate purposes, which may include working capital needs, capital expenditures, acquisitions and investments, paying interest and servicing debt, paying taxes and any related interest or penalties, funding its restructuring activities and pension plans as required, paying dividends to shareholders, repurchasing shares of the Company’s common stock and supporting other business needs.
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The Company generally intends to use available cash and internally generated funds to meet its cash requirements, but in the event that additional liquidity is required, the Company may also borrow under its commercial paper programs (if available) or borrow under the Company’s credit facilities, enter into new credit facilities and either borrow directly thereunder or use such credit facilities to backstop additional borrowing capacity under its commercial paper programs (if available) and/or access the capital markets (if available). The Company used proceeds from debt financing to pay a portion of the purchase price for the Masimo Acquisition. The Company also may from time to time seek to access the capital markets to take advantage of favorable interest rate environments or other market conditions. With respect to the commercial paper and any other notes scheduled to mature during the next twelve months, the Company expects to repay the principal amounts when due using available cash, proceeds from new issuances of commercial paper (if available), drawing on its credit facilities and/or proceeds from other debt issuances. Refer to Note 10 to the accompanying Consolidated Condensed Financial Statements for additional information regarding the classification of commercial paper and other notes scheduled to mature during the next twelve months.
While repatriation of some cash held outside the U.S. may be restricted by local laws, most of the Company’s foreign cash could be repatriated to the U.S. Following enactment of the Tax Cuts and Jobs Act and the associated Transition Tax, in general, repatriation of cash to the U.S. can be completed with no incremental U.S. tax; however, repatriation of cash could subject the Company to non-U.S. taxes on distributions. The cash that the Company’s non-U.S. subsidiaries hold for indefinite reinvestment is generally used to finance foreign operations and investments, including acquisitions. The income taxes, if any, that would be applicable to the repatriation of such earnings (including basis differences in our foreign subsidiaries) are not readily determinable. As of June 26, 2026, management believes that it has sufficient sources of liquidity to satisfy its cash needs, including its cash needs in the U.S.
CRITICAL ACCOUNTING ESTIMATES
There have been no material changes to the Company’s critical accounting estimates as described in the 2025 Annual Report.