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Beginning with this Report, the Company is excluding tariff refunds to customers from core sales. References to tariff refunds to customers refer to the impact of tariff refunds related to tariffs collected by the Company in prior periods that are returned, or to be returned, to customers. The Company believes this adjustment helps investors better understand underlying growth trends in the Company’s business that otherwise may be obscured by the above-noted tariff-related impacts.
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Based on the tariffs enacted and in effect as of October 19, 2025 (the “enacted tariffs”), the Company anticipates incurring incremental tariff costs for the full year 2025 of several hundred million dollars. These incremental costs from the enacted tariffs reflect their impact on the costs of parts and materials used by the Company to produce products, as well as costs the Company incurs on finished goods shipped to customers. The Company expects to, and has thus far, largely offset the operating profit impact of the enacted tariffs with manufacturing footprint changes, supply chain adjustments, surcharges and additional productivity and cost savings actions. To the extent the Company is unable to continue to offset the incremental cost from the enacted tariffs, the enacted tariffs negatively impact demand or the export restrictions negatively impact manufacturing, the Company’s revenue and profitability would be adversely impacted. If delayed tariffs come into effect or other additional tariffs are adopted, the Company would incur additional tariff costs that could be material and the Company’s revenue and profitability could be adversely impacted.
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Danaher operates a diversified global supply chain and sources parts and materials globally. Since early 2025, the U.S. government has implemented significant new tariffs on imports from a wide range of countries, which has also prompted retaliatory tariffs and other actions by a number of countries, including tariffs and export restrictions on certain manufacturing components imposed by China and tariffs pursuant to trade agreements the U.S. has entered into with certain countries. In addition, a number of new tariffs have been threatened by the U.S. and other countries, including tariffs in certain industry sectors. The U.S. and other countries continue to negotiate trade arrangements and tariff levels. 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 administration to impose tariffs. In response, the administration announced plans to implement new tariffs under alternative statutory authority. The full impact of the U.S. Supreme Court’s ruling and the administration’s response remain uncertain; as of the date of this Annual Report, a number of tariffs issued by the United States and other countries remain in effect.
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To the extent the Company is unable to continue to largely offset the incremental cost from the enacted tariffs, enacted or threatened tariffs negatively impact future demand or the export restrictions negatively impact manufacturing, the Company’s revenue and profitability would be adversely impacted. If delayed or additional tariffs are implemented, the Company would incur additional tariff costs that could be material and the Company’s revenue and profitability could be adversely impacted.
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Danaher operates a diversified global supply chain and sources parts and materials globally. During 2025, the U.S. has implemented significant new tariffs on imports from a wide range of countries, which has also prompted retaliatory tariffs by a number of countries, including tariffs and export restrictions on certain manufacturing components imposed by China and tariffs pursuant to trade agreements the U.S. has entered into with certain countries. In addition, a number of new tariffs have been threatened and the U.S. and other countries continue to negotiate trade arrangements and tariff levels. In August 2025, the U.S. Court of Appeals for the Federal Circuit ruled against certain of the U.S. tariffs that have been implemented. The U.S. administration has appealed this ruling and the U.S. Supreme Court has agreed to hear the case, with oral arguments anticipated in November 2025.
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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. The full impact of the U.S. Supreme Court’s ruling and the administration’s response, including the timing and extent of additional refunds and the impact of the new tariffs, remain uncertain. The tariffs enacted in 2025 and in the first nine months of 2026 did not have a material impact on the Company’s business or financial statements in the periods presented. The impact to net earnings of the IEEPA tariff refunds, net of tariff refunds to customers, was less than $100 million.
Read in the filing ↗ Also in 10-Q of Apr 21, 2026, 10-Q of Jul 21, 2026
• the period-to-period change in revenue (excluding sales from acquired businesses and the impact from tariff refunds to customers for tariffs collected in prior periods (as defined above)); and
Read in the filing ↗ Also in 10-Q of Oct 21, 2026
Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition, including laws and policies in areas such as trade, manufacturing, government purchasing, healthcare, intellectual property, regulatory enforcement and investment/development, can adversely affect our business and financial statements. The U.S. has announced and/or implemented significant new tariffs on imports from a wide range of countries, which has prompted retaliatory tariffs by a number of countries and a cycle of retaliatory tariffs by both the U.S. and other countries. Subsequently, actions have been taken by the U.S. and certain other countries to modify certain of these tariffs and/or delay their effective dates, and the U.S. has entered into trade agreements with certain countries implementing new tariffs. 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 administration to impose tariffs. In response, the administration announced plans to implement new tariffs under alternative statutory authority. The full impact of the U.S. Supreme Court’s ruling and the administration’s response remain uncertain; as of the date of this Annual Report, a number of tariffs issued by the United States and other countries remain in effect.
Read in the filing ↗ Also in 10-K of Feb 20, 2025, 10-Q of Oct 21, 2025
Based on the tariffs enacted and in effect as of December 31, 2025 (the “enacted tariffs”), the Company incurred incremental tariff costs for 2025 of less than $300 million. These incremental costs reflect increased costs of parts and materials used by the Company to produce products, as well as increased costs the Company incurred on finished goods shipped to customers. The Company largely offset the 2025 operating profit impact of the enacted tariffs with manufacturing footprint changes, supply chain adjustments, surcharges and additional productivity and cost savings actions.
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Note: Beginning with the Company’s Quarterly Report on Form 10-Q for the third quarter of 2026, the Company is excluding from core sales growth and core sales excluding respiratory testing the impact, if any, of tariff refunds received by the Company (related to tariff payments made in prior periods) that are returned or to be returned to customers (“tariff refunds to customers”). 7
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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.
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• trade protection measures, tariffs, embargoes and import or export restrictions and requirements;
Read in the filing ↗ Also in 10-K of Feb 24, 2026
• the impact of tariff refunds received by the Company and returned (or expected to be returned) to customers.
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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.
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• Higher 2026 core sales, the impact of IEEPA tariff refunds and improvements in leverage in the Company’s operational and administrative cost structure, net of the impact of product mix - 65 basis points
Read in the filing ↗ Also in 10-Q of Oct 21, 2026, 10-Q of Oct 21, 2026
• Higher third quarter 2026 core sales and the impact of IEEPA tariff refunds, net of the impact of changes in leverage from the Company’s operations and administrative cost structure - 115 basis points
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• Lower 2026 core sales and the impact of product mix, net of improvements in leverage in the Company’s operational and administrative cost structure and the impact of IEEPA tariff refunds - 80 basis points
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• Higher third quarter 2026 core sales and the impact of IEEPA tariff refunds, net of changes in leverage in the Company’s operational and administrative cost structure and the impact of product mix - 170 basis points
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• Higher third quarter of 2026 core sales, the impact of IEEPA tariff refunds and improvements in leverage in the Company’s operational and administrative cost structure, net of the impact of product mix - 490 basis points
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• Higher third quarter 2026 core sales and the impact of IEEPA tariff refunds, net of the impact of product mix and changes in leverage in the segment’s operational and administrative cost structure - 30 basis points
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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 …
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Year-over-year gross profit margin increased during the three-month period ended September 25, 2026 as compared to the comparable period in 2025 primarily due to the impact of recently acquired businesses and the receipt of IEEPA tariff refunds, partially offset by the fair value adjustment to inventory in 2026, net facility impairment charges, referenced above and the impact of product mix. Year-over-year gross profit margin decreased during the nine-month period ended September 25, 2026 as compared to the comparable period in 2025 primarily due to the impact of product mix, the fair value adjustment to inventory in 2026 and the net facility impairment charges referenced above, partially offset by the receipt of IEEPA tariff refunds and the impact of recently acquired businesses.
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Year-over-year gross profit margin decreased during the three-month period ended September 26, 2025 as compared to the comparable period in 2024 primarily due to product mix, the impact of currency exchange rates and tariff costs, partially offset by the impact of continued productivity improvement initiatives and higher year-over-year sales volumes. Year-over-year gross profit margin remained consistent in the nine-month period ended September 26, 2025 as compared to the comparable prior year period as higher year-over-year sales volumes and the impact of product mix were offset by the impact of currency exchange rates and tariff costs. Gross margin was also impacted by the acquisition-related charge recorded in the first nine months of 2024, net of the facility impairment recorded in the first nine months of 2025, both referenced above.
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The year-over-year decrease in gross profit margin during 2025 as compared with 2024 was due primarily to the impact of currency exchange rates, tariff costs and the 2025 impairment charges discussed above, net of the net positive impact from the gross profit margin of recent acquisitions, the 2024 acquisition-related charge discussed above and the impact of product mix.
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Year-over-year gross profit margin decreased during the three-month period ended March 27, 2026 as compared to the comparable period in 2025 primarily due to product mix, the impact of currency exchange rates and tariff costs, partially offset by the impact of continued productivity improvement initiatives and higher year-over-year sales volumes. Gross margin was also impacted by the facility impairment recorded in 2025, referenced above.
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… In addition, 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 …
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• 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.
Read in the filing ↗ Also in 10-Q of Oct 21, 2026, 10-Q of Apr 21, 2026
• With respect to core sales, (1) we exclude the impact of currency translation because it is not under management’s control, is subject to volatility and can obscure underlying business trends, and (2) we exclude the effect of acquisitions and divested product lines because the timing, size, number and nature of such transactions can vary significantly from period-to-period and between us and our peers, which we believe may obscure underlying business trends and make comparisons of long-term performance difficult. Please see “Sales Growth by Segment, Core Sales Growth (Decline) by Segment and Core Sales Growth Excluding Respiratory Testing” above for an explanation on why we exclude respiratory testing revenues from the non-GAAP measure “Core sales excluding respiratory testing”. In addition, beginning with the 10 Company’s Quarterly Report on Form 10-Q in the third quarter of 2026, the Company intends to exclude from core sales the impact of tariff refunds related to prior period tariffs that are returned, or expected to be returned, if any, to customers as the Company believes these amounts may obscure underlying business trends.
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… Acquisitions contributed 6.5% to the increase in sales while tariff refunds to customers decreased reported sales by 1.0% during the three-month period ended September 25, 2026. For the same period, the impact of foreign currency did not have a significant impact on reported sales. For the nine-month period ended September 25, 2026, the Company’s overall …
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• Economic, political, geopolitical, legal, compliance, social and business factors (including the impact of military conflicts), both in the U.S. and outside the U.S., can negatively affect our business and financial statements. For example, elections can result in significant political shifts and/or disruptions, and 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. Delays in National Institutes of Health (“NIH”) funding related to the U.S. government shutdown that commenced in October 2025 may also negatively affect our business and financial statements.
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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.
Read in the filing ↗ Also in 10-Q of Oct 21, 2026
Statements in this release that are not strictly historical, including the statements regarding the Company’s estimated financial results for the fourth quarter and full year 2025, Danaher’s competitive positioning for long-term value creation, and any other statements regarding events or developments that we believe or anticipate will or may occur in the future are "forward-looking" statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things: the impact of tariffs and related actions implemented by the U.S. and other countries, the impact of our debt obligations on our operations and liquidity, deterioration of or instability in the global economy, the markets we serve and the financial markets, uncertainties with respect to the development,
Read in the filing ↗ Also in 8-K of Oct 21, 2025, 8-K of Jul 22, 2025, 8-K of Apr 22, 2025, 8-K of Jan 28, 2026, 8-K of Oct 21, 2026, 8-K of Jul 21, 2026, 8-K of Apr 21, 2026
Cost of sales increased year-over-year during both the three and nine-month periods ended September 25, 2026 as compared to the comparable periods in 2025. In both periods, the increase was primarily due to the impact of recently acquired businesses, and to a lesser extent acquisition-related charges, higher sales volumes and facility impairments. The increase in cost of sales in 2026 included acquisition-related charges associated with the fair value adjustment to inventory recorded in connection with the Masimo Acquisition of $84 million and $130 million recorded in the three and nine-month periods, respectively, and a $52 million impairment charge recorded during the three and nine-month periods ended September 25, 2026, partially offset by a $15 million impairment charge recorded in the nine-month period ended September 26, 2025, in both cases related to facilities in the Biotechnology segment. In both periods, the increase in cost of sales was partially offset by the receipt of IEEPA tariff refunds, which are recorded as a reduction of cost of sales.
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The Company’s manufacturing operations employ a wide variety of raw materials, including metallic-based components, electronic components, chemistries, original equipment manufacturers (“OEM”) products, plastics and other petroleum-based products. The cost and availability of certain of these items can be subject to shifting trade policies around the world, including tariffs and trade protectionism measures that can impact the cost and/or availability of components. Prices of oil and gas also affect the Company’s costs for freight and utilities and have an indirect impact on the cost of other purchased materials. The Company purchases raw materials from a large number of sources around the world. No single supplier is material to the Company. For some components that require particular specifications or regulatory or other qualifications only a single supplier or a limited number of suppliers can readily provide such components. The Company utilizes a number of techniques to address potential disruption in and other risks relating to its supply chain, including in certain cases the use of safety stock, alternative materials and qualification of multiple supply sources.
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Total segment sales increased 0.5% and 5.0% during the three and nine-month periods, respectively. The increase in segment sales in both the three and nine-month periods was led by increased core sales, partially offset by tariff refunds to customers. The impact of currency exchange rates partially offset the increase in segment sales in the three-month period and contributed to the increase in segment sales in the nine-month period. In the three-month period ended September 25, 2026, the year-over-year increase in total segment core sales was led by increased sales of consumables and equipment. The year-over-year increase in total segment core sales in the nine-month period ended September 25, 2026 was led by increased sales of consumables, partially offset by lower equipment sales. Geographically, the increase in core sales in the three-month period ended September 25, 2026 was led by China and Western Europe. The increase in core sales in the nine-month period ended September 25, 2026 was led by China and Western Europe, partially offset by declines in North America.
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… and make comparisons of long-term performance difficult and (3) beginning with the Company’s Quarterly Report on Form 10-Q in the third quarter of 2026, we exclude tariff refunds to customers to help customers better understand underlying growth trends in the Company’s business that otherwise may be obscured by such item. 11 • With respect to core sales …
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… our ability to retain key personnel, our ability to execute on growth and other opportunities, the impact of the tariffs and related actions implemented by the U.S. and other countries, the impact of our debt obligations (including debt we incurred to finance the acquisition of Masimo) on our operations and liquidity, deterioration of or instability in the global economy …
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… projections of tariff or other trade-related impacts, expected impacts of the U.S. government shutdown, 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 …
Read in the filing ↗ Also in 10-Q of Apr 21, 2026, 10-Q of Jul 21, 2026, 10-Q of Oct 21, 2026
… 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 …
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our ability to retain key personnel, our ability to execute on growth and other opportunities, the impact of the tariffs and related actions implemented by the U.S. and other countries, the impact of our debt obligations (including debt we incurred to finance the acquisition of Masimo) on our operations and liquidity, deterioration of or instability in the global economy …
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… the impact of the tariffs and related actions implemented by the U.S. and other countries, the impact of our debt obligations on our operations and liquidity, deterioration of or instability in the global economy, the markets we serve and the financial markets, uncertainties with respect to the development, deployment, and use of artificial intelligence in our business and products …
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