DHRDanaher Corporation
Danaher is a global science and technology innovator committed to accelerating the power of science and technology to improve human health. 10-K, Item 1
- Employees
- 60,000
- Headquarters
- Washington, DC
- CEO
- Rainer Blair
- Next results
- around Jan 11, 2027
6 paragraphs in Risk Factors of the 10-K filed Feb 24, 2026 with nothing like them in the 10-K filed Feb 20, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 59 Health care companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
Our ability to grow revenues, earnings and cash flow at or above our historic rates depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies, and to make appropriate investments that support our long-term strategy. Over the past several years we have not
Similar paragraph at 1 of 59 other Health care companies: TECHRead in the 10-K ↗
We rely on IT systems, some of which are provided and/or managed by third-parties, to collect, use, store, transfer and otherwise process electronic information (including sensitive data such as confidential business information and personal
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In addition, any businesses or technologies that we acquire may exacerbate the risks set forth above, for example due to acquired vulnerabilities or threats that were unknown or were ineffectively managed.
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In addition, a significant number of countries where we operate have enacted privacy or data protection laws, rules and regulations, many of which have extraterritorial scope, with significant penalties for non-compliance. For example, failure to comply with the requirements of the GDPR and the applicable national data protection laws of the EU member states and other states subject to the GDPR may result in fines of up to €20 million or up to 4% of total worldwide annual turnover for the preceding financial year, whichever is higher, and other administrative penalties. Please see “Item 1. Business—Regulatory Matters” for additional information. Data privacy regulation and enforcement continues to evolve, with recent, increased focus on topics such as the use of AI, biometrics and surveillance technologies.
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Collectively, these tariffs increase the cost to us of supplies and components we import, which in turn has required and will require us to implement surcharges and/or increase the price of certain of our products, among other countermeasures; can increase the cost to our customers of certain of our finished goods, which together with the surcharges and price increases noted above can adversely impact demand for our products and our competitive positioning; could adversely impact the availability to us of certain products in certain countries and disrupt our supply chains, with related impacts to our operations; and could exacerbate inflation, diminish investment and result in broader negative impacts including increased political and economic instability and capital markets dislocation that may adversely impact demand for our products. In addition, whenever we are unable to fully recover higher costs, or whenever there is a time delay between the increase in costs and our ability to recover these costs, our margins and profitability are adversely affected. The full impact of the U.S. Supreme Court’s February 2026 ruling and the administration’s response remain uncertain, the U.S. may implement additional tariffs and other measures, further retaliatory tariffs and other retaliatory actions may follow and the risks and adverse effects noted above may increase. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of the impact of these tariffs. Though the risks identified above in certain cases have already adversely impacted parts of our business, the full impact of these tariffs and other actions on the Company and on our business partners remains highly uncertain and subject to rapid change.
Similar paragraph at 1 of 59 other Health care companies: TECHRead in the 10-K ↗
regulations could adversely affect our business and financial statements.” Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired. Ensuring that our operations and business arrangements with third-parties comply with applicable laws and regulations also involves substantial costs.
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New in the latest 10-Q
21 paragraphs in the 10-Q filed Oct 21, 2026 with nothing like them in the 10-Q filed Jul 21, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
In addition to the Masimo Acquisition, during the three and nine-month periods ended September 25, 2026, the Company acquired one business for total upfront consideration of $ 37 million in cash and $ 79 million of deferred consideration. The business acquired complements existing units of the Company’s Life Sciences segment. The Company preliminarily
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recorded an aggregate of $ 26 million of goodwill related to this acquisition and $ 144 million of identifiable intangible assets, of which a majority related to developed technology intangible assets. The annual sales of this business in its last completed fiscal year prior to the acquisition were approximately $ 10 million.
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At the beginning of the fourth quarter of 2026, on September 28, 2026, the Company acquired StatLab Medical Products (“StatLab”) for an aggregate cash purchase price of approximately $1.4 billion, including assumed indebtedness and net of acquired cash. StatLab is a leading provider of pre-analytical consumables and equipment. StatLab generated revenues of approximately $250 million in 2025. The Company will include StatLab in its Diagnostics segment in the fourth quarter of 2026. The acquisition was financed with cash on hand.
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In both the three and nine-month periods ended September 25, 2026, the Company recorded an income tax benefit of $ 28 million related to the release of reserves due to audit settlements associated with uncertain tax positions on certain of the Company’s tax returns which were jointly filed with Veralto Corporation and Fortive Corporation entities prior to the respective separations of those businesses from the Company. This income tax benefit is included in earnings from discontinued operations, net of income taxes in the accompanying Consolidated Condensed Statements of Earnings.
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During 2026, the Company’s Board of Directors approved the termination of the Company’s U.S. defined benefit pension plan (the “Plan”) with an effective date of September 30, 2026. However, assets were not distributed at that time and the
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termination process is still ongoing. The Plan's remaining benefit obligations are expected to be settled through lump-sum distributions and the purchase of annuity contracts. The assets of the Plan, less the expenses of liquidation, will be used to pay benefits or to provide for the future payment of benefits in accordance with applicable law, as specified in the Plan. The Company is currently evaluating the impact of the termination, including potential settlement accounting charges, which would be recorded upon the retirement of the pension obligation.
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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.
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On August 4, 2026, the Company granted special long-term growth awards of non-qualified stock options and RSUs to certain executive officers and other key leaders under the Company’s Amended and Restated Omnibus Incentive Plan. Additionally, the Company granted special non-qualified stock options to purchase 1.0 million shares of the Company’s common stock and RSUs with respect to 0.5 million shares of the Company’s common stock to each of the Company’s founders, Steven M. Rales and Mitchell P. Rales, who serve as directors and executive officers of the Company.
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The exercise price of each option described above was equal to the closing market price of the Company’s common stock on the grant date of August 4, 2026. The RSUs described above vest over periods ranging from 12 months to five years.
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Compensation expense associated with these awards is recognized over the requisite service period. During both the three and nine-month periods ended September 25, 2026, the Company recognized $ 14 million of stock-based compensation expense related to these awards.
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On October 9, 2026, each of Steven M. Rales and Mitchell P. Rales waived their rights to such RSUs for no consideration. In accordance with the accounting for the cancellation of equity awards under ASC 718, Compensation-Stock Compensation, the Company will recognize a non-cash charge for the remaining $ 185 million of unrecognized stock-based compensation cost associated with such RSUs in the fourth quarter of 2026. This amount is included in the unrecognized compensation cost described below.
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In addition to the Masimo Acquisition, during the three and nine-month periods ended September 25, 2026, the Company acquired one business for total upfront consideration of $37 million in cash and $79 million of deferred consideration. The business acquired complements existing units of the Company’s Life Sciences segment. The Company preliminarily recorded an aggregate of $26 million of goodwill related to this acquisition and $144 million of identifiable intangible assets, of which a majority related to developed technology intangible assets. The annual sales of this business in its last completed fiscal year prior to the acquisition were approximately $10 million.
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• the impact of tariff refunds received by the Company and returned (or expected to be returned) to customers.
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• Third quarter 2026 compensation expense related to special long-term growth equity awards granted to the Company’s founders, certain executive officers and other key leaders in the third quarter of 2026 - 20 basis points
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• First nine months of 2026 compensation expense related to special long-term growth equity awards granted to the Company’s founders, certain executive officers and other key leaders in the third quarter of 2026 - 10 basis points
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by higher demand for consumables and equipment in both the flow cytometry and lab automation solutions and mass spectrometry businesses. The mass spectrometry business benefited from strong demand from pharmaceutical and biopharmaceutical customers and a modest improvement in academic spending in the United States.
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• Third quarter 2026 settlement of an acquisition-related contingency - 45 basis points
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SG&A expenses as a percentage of sales were consistent year-over-year during the three-month period ended September 25, 2026, as the increase in SG&A expenses corresponded to the increase in sales, while SG&A expenses as a percentage of sales decreased year-over-year during the nine-month period as compared to the comparable period in 2025. In the three-month period, SG&A expenses increased as a result of the impact of the Masimo Acquisition and due to increased stock-based compensation expense of $14 million related to special long-term growth equity awards granted
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In both the three and nine-month periods ended September 25, 2026, the Company recorded an income tax benefit of $28 million related to the release of reserves due to audit settlements associated with uncertain tax positions on certain of the Company’s tax returns which were jointly filed with Veralto Corporation and Fortive Corporation entities prior to the respective separations of those businesses from the Company. This income tax benefit is included in earnings from discontinued operations, net of income taxes in the accompanying Consolidated Condensed Statements of Earnings.
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Share sales and buybacks
The Company expects to fund any future stock repurchases using the Company’s available cash balances or proceeds from the issuance of debt.
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Other information
On August 7, 2026, Rainer M. Blair, Danaher’s then-President and Chief Executive Officer and director, adopted a trading plan that is intended to satisfy the affirmative defense condition of Exchange Act Rule 10b5-1(c) for the sale through February 6, 2027 of up to 60,015 shares of Danaher common stock.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 21, 2026 against Item 1A of the 10-K filed Feb 24, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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The Company is supplementing the risk factors previously disclosed in the Company’s 2025 Annual Report with the following risk factor. Additional information regarding risk factors can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Information Related to Forward-Looking Statements,” in Part I-Item 2 of this Form 10-Q and in Part I-Item 1A of the Company’s 2025 Annual Report.
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