DHR · DANAHER CORP /DE/

292 filings

8-K

DHR 8-K Current Reports

DANAHER CORP /DE/ - 292 current reports

Filing record · 2016–202610-K1110-Q328-K138

Showing 1-50 of 292 filings

8-K

Leadership ChangesOther Events

DANAHER CORP /DE/ 8-K Report, Executive Changes (Oct 13, 2026)

Danaher Corporation (DHR) announced significant changes to its Board of Directors via an 8-K filing on October 13, 2026. The Board's size was increased to thirteen members with the immediate appointment of two new directors: Daniel L. Comas and Robert M. Hershberg. Mr. Comas brings extensive financial and corporate development experience from his long tenure at Danaher, including serving as CFO. Dr. Hershberg adds deep scientific and executive leadership expertise from the biotechnology sector. Both will serve until the next annual shareholder meeting and will receive compensation consistent with the Company's non-employee director program, including prorated cash and equity awards. In addition to these appointments, the filing notes the upcoming retirement of director Alan G. Spoon, who will not seek re-election at the 2027 annual meeting, a decision not driven by any disagreements. Furthermore, Steven M. Rales and Mitchell P. Rales, the Company's co-founders and key board members, have waived their rights to significant restricted stock unit grants previously awarded to them. These board changes and director actions reflect ongoing governance and refreshment processes at Danaher.

Oct 13, 2026 8-K

Leadership ChangesRegulation FDOther Events+1

DANAHER CORP /DE/ 8-K Report, Executive Changes (Aug 3, 2026)

Danaher Corporation (NYSE: DHR) announced on August 3, 2026 a CEO succession. Julie Sawyer Montgomery, a Danaher executive since 2017 who currently leads the Diagnostics platform as Executive Vice President, will become President and CEO effective October 1, 2026, and will join the Board and its Executive, Finance and Science & Technology Committees. Rainer M. Blair steps down as CEO and director on the same date, moving to a Senior Advisor role through December 31, 2026 and then a consultancy through March 31, 2027. The filing states there is no change to previously communicated third quarter and full-year 2026 guidance. Compensation for the new CEO is substantial. Her base salary rises to $1.5 million, with a 200% target annual cash incentive and a 2027 long-term incentive target of $13.2 million. She also receives a one-time $20 million stock option award (ten-year term, 50% vesting at years four and five), and her severance package includes 12 months of salary plus target bonus amounts. Chairman Steven Rales and Mitchell Rales, co-founders, also received special option and RSU grants (1,000,000 options and 500,000 RSUs each) under a Long-Term Growth Program. The company expects to exclude the stock-based compensation expense for this program from Adjusted Diluted EPS, which is a notable point for investors reviewing non-GAAP earnings. For investors, the key items are continuity of the Diagnostics-led strategy, an orderly transition with Blair remaining available through the advisory period, and the scale of equity incentives tied to long-term growth. Investors should watch execution on the pending StatLab acquisition and the Masimo integration, as well as how the Adjusted EPS exclusion is presented going forward.

Aug 3, 2026 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Jul 21, 2026)

Danaher reported second quarter 2026 results for the period ended June 26, 2026, with GAAP net earnings of $870 million, or $1.23 per diluted share, up 60% year-over-year, and revenue up 5.5% to $6.3 billion. The GAAP improvement is flattered by a sharp drop in SG&A expense and by a prior-year impairment charge of $432 million on a trade name, so the cleaner comparison is the non-GAAP measure. Adjusted diluted EPS rose 8.0% to $1.94, and non-GAAP core revenue grew 3.0%, or 4.5% excluding respiratory testing. Operating cash flow was $1.5 billion and free cash flow was $1.3 billion. Interest expense rose and interest income increased sharply, reflecting the debt raised to finance the Masimo acquisition, which Danaher completed earlier than anticipated. Management raised full-year 2026 adjusted diluted EPS guidance to $8.45 to $8.60 from $8.35 to $8.55, while narrowing the organic growth outlook to 3.0% to 4.0% core revenue growth. The third-quarter core growth outlook is 2.0% to 3.0%. Bioprocessing was a bright spot in orders, growing in the mid-teens, but reported bioprocessing revenue was affected by customer project timing. Management expects to exit 2026 at a mid-single-digit core growth rate. Danaher also disclosed a pending acquisition of StatLab (about $250 million in 2025 revenue, more than 85% recurring) by Leica Biosystems, expected to close by year-end 2026 and to be accretive in its first full year. For investors, the key questions are the durability of the core growth recovery, the pace of deleveraging after the Masimo financing, and how much of the EPS raise reflects operations versus the lower share count and tax and interest items. Respiratory testing revenue, which is highly sensitive to flu severity, continues to distort reported Diagnostics growth, and the company has added a new non-GAAP measure to address this. Management also plans to exclude tariff refunds from core sales beginning in the third quarter, a change that could make future growth comparisons harder to read.

Jul 21, 2026 8-K

Financial EventsOther Events

DANAHER CORP /DE/ 8-K Report, Financial Obligation (Jun 3, 2026)

On June 3, 2026, Danaher Corporation and its wholly owned subsidiary DH Masi Finance Inc. closed a private placement of seven series of Swiss franc senior notes under a Note Purchase Agreement with institutional accredited investors. The notes total approximately CHF 2.38 billion (about CHF 2,382.9 million) across maturities from 2031 to 2056. The Issuer is DH Masi Finance Inc., and Danaher fully and unconditionally guarantees the notes. The notes are unsecured and were sold in an offering exempt from Securities Act registration. The coupons range from 1.65% for the 5-year Series A notes to 2.50% for the 30-year Series G notes, with a principal-weighted average coupon of roughly 2.3%. Because the notes are denominated in Swiss francs, the low coupons reflect Swiss rates rather than U.S. dollar rates. Interest is payable semi-annually beginning December 3, 2026. The filing states that net proceeds will fund general corporate purposes, including working capital, acquisitions, and share repurchases. Investors should note that this transaction adds to Danaher's long-term debt load, though the filing does not disclose the USD equivalent, hedging arrangements, or pro forma leverage impact. The filing describes the covenants and events of default as customary and broadly consistent with Danaher's existing debt, including its credit facilities. It does not indicate any material change to the company's financial condition. Overall, the filing reflects a low-cost, long-dated financing that extends Danaher's maturity profile and diversifies its funding sources into the Swiss franc market.

Jun 3, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (May 7, 2026)

Danaher Corporation (DHR) filed an 8-K on May 7, 2026, detailing outcomes from its Annual Meeting of Shareholders held on May 5, 2026. The most significant event for investors is the shareholder approval of the Amended and Restated Danaher Corporation Omnibus Incentive Plan. This plan was updated to increase the share reserve by 20 million shares of Common Stock and extend its term to May 5, 2036, indicating continued focus on executive and employee compensation through equity incentives. Additionally, the filing confirms the election of all eleven director nominees and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Shareholders also approved, on an advisory basis, the compensation of the company's named executive officers. These approvals reflect shareholder confidence in the company's governance and executive compensation strategies.

May 7, 2026 8-K

Material AgreementsOther EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Apr 29, 2026)

Danaher Corporation (DHR) has filed an 8-K detailing the issuance of €2.98 billion (approximately) in senior notes. This offering includes both floating-rate notes maturing in 2028 and fixed-rate notes with maturities in 2030, 2034, and 2038, carrying interest rates of 3.250%, 3.625%, and 4.000% respectively. The primary stated use of these proceeds is to fund a portion of the cash consideration and associated costs for the proposed acquisition of Masimo Corporation. Danaher also retains the flexibility to use a portion of the proceeds for general corporate purposes, including debt refinancing and working capital. This debt issuance provides significant capital to support Danaher's strategic growth initiatives, particularly the pending Masimo acquisition. The notes are unsecured senior indebtedness, ranking equally with existing unsecured senior debt. Investors should note the early redemption provisions, including a potential "Par Call" option for fixed-rate notes and a special mandatory redemption if the Masimo Acquisition is not consummated, which would trigger a redemption at 101% of the principal amount. Additionally, a change of control triggering event would allow noteholders to demand repurchase at 101%.

Apr 29, 2026 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Apr 21, 2026)

Danaher reported first quarter 2026 results (quarter ended March 27, 2026) with GAAP net earnings of $1.0 billion, or $1.45 per diluted share, up from $1.32 a year earlier. Non-GAAP adjusted diluted EPS rose 9.5% to $2.06. Reported sales increased 3.5% to $5.95 billion, but this was driven largely by favorable currency (roughly +3.0 points); non-GAAP core sales grew only 0.5%. Biotechnology was the standout, with core sales up 7.0%, while Diagnostics declined 4.0% core, reflecting a lighter-than-typical respiratory season at Cepheid. Operating cash flow was $1.3 billion and free cash flow was $1.1 billion. Management raised the low end of full-year 2026 adjusted EPS guidance, moving the range to $8.35 to $8.55 from $8.35 to $8.50, and kept the 3% to 6% core revenue growth outlook. Second-quarter core growth is guided to the low-single-digit range. The company also disclosed its intention to acquire Masimo Corporation, a pulse oximetry and patient monitoring provider, subject to customary closing conditions including regulatory approval. Investors should note that the filing does not quantify the purchase price or financing, and the guidance excludes incremental interest expense tied to the deal, so the transaction could change the outlook materially once it is finalized. Quality of the beat is mixed. EPS growth benefited from lower share count and operating leverage, while core top-line growth remained modest and the Diagnostics segment is under pressure. The main near-term watch items are the Masimo financing and integration, Cepheid respiratory revenue (guided to about $1.6 to $1.7 billion for 2026), and whether Bioprocessing momentum continues.

Apr 21, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Apr 17, 2026)

Danaher Corporation (DHR) has entered into a new $5.0 billion 364-day revolving credit facility, maturing on April 15, 2027. This facility, with Bank of America, N.A. as Administrative Agent and a syndicate of lenders, is designed to provide liquidity support for Danaher's U.S. dollar-denominated commercial paper program and for general corporate purposes. The agreement offers flexibility, including the option to convert outstanding loans into term loans one year after the scheduled termination date, subject to certain conditions and fees. This strategic move bolsters Danaher's financial flexibility and operational capacity.

Apr 17, 2026 8-K

Other EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Corporate Update (Feb 17, 2026)

Danaher Corporation (NYSE: DHR) has agreed to acquire Masimo Corporation (NASDAQ: MASI), a provider of pulse oximetry and patient monitoring solutions primarily used in acute care settings, for $180.00 per share in cash. The transaction carries an implied total enterprise value of approximately $9.9 billion, including assumed indebtedness and net of acquired cash. Danaher cites a transaction multiple of roughly 18x estimated 2027 EBITDA, or about 15x including the full benefit of expected annual synergies. The Merger Agreement is dated February 16, 2026, and was announced via press release on February 17, 2026. Masimo will become a wholly owned subsidiary of Danaher and a standalone operating company within its Diagnostics segment. For investors, the deal's financial profile centers on accretion and synergies. Danaher expects Masimo to be accretive to adjusted diluted EPS by $0.15 to $0.20 in the first full year and approximately $0.70 in the fifth full year, and projects Masimo's 2027 EBITDA at more than $530 million under Danaher ownership. Management targets more than $125 million of annual cost synergies and more than $50 million of annual revenue synergies by the fifth full year after closing. Danaher plans to fund the purchase with cash on hand and debt financing, which will add leverage to its balance sheet. The filing does not disclose the premium paid or the size of any termination fee. Closing is expected in the second half of 2026 and is subject to the expiration of the HSR waiting period, certain non-U.S. antitrust and foreign direct investment approvals, and approval by Masimo stockholders. Key risks include regulatory review, the possibility of competing bids, stockholder litigation, and the failure to realize expected synergies. Note that the non-GAAP figures cited (adjusted EPS, core revenue growth, EBITDA) are not reconciled to GAAP in the release.

Feb 17, 2026 8-K

Leadership ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (Feb 10, 2026)

Danaher Corporation (DHR) announced a change to its Board of Directors with the retirement of Jessica L. Mega, effective February 5, 2026. Dr. Mega's departure is attributed to increasing commitments from her other professional endeavors and is not a reflection of any disagreements with the company's operations, policies, or practices. This event, while noted, does not appear to signal any material operational or strategic shifts for Danaher at this time, but investors should monitor board composition for any long-term implications. The filing also includes the standard XBRL interactive data file. Investors should consider this an administrative update concerning board membership rather than a primary driver of near-term stock performance. The company continues its focus on its core business segments, and the absence of Dr. Mega from the board is not expected to impact the company's strategic direction or financial performance.

Feb 10, 2026 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Jan 28, 2026)

Danaher reported fourth quarter and full year 2025 results on January 28, 2026, with all figures reflecting continuing operations. Fourth quarter revenue rose 4.5% year-over-year to $6.8 billion, but core (organic, ex-FX and acquisitions) revenue grew a more modest 2.5%, with currency contributing a 2.5-point tailwind to reported growth. GAAP diluted EPS was $1.66 versus $1.49 a year earlier, while non-GAAP adjusted diluted EPS grew 4.0% to $2.23. For full year 2025, revenue reached $24.6 billion (up 3.0%, core up 2.0%), GAAP diluted EPS was $5.03 (down from $5.29, largely due to $432 million of trade-name impairments in Life Sciences and other impairments totaling $562 million in cash-flow terms), and adjusted EPS rose 4.5% to $7.80. Cash generation remained strong, with full year operating cash flow of $6.4 billion and free cash flow of $5.3 billion, roughly flat with 2024. Capital allocation shifted toward the balance sheet and dividends: cash and equivalents rose to $4.6 billion from $2.1 billion, long-term debt increased to $18.4 billion from $15.5 billion after $1.6 billion of new borrowings, and share repurchases fell to $3.1 billion from $6.0 billion. Dividends paid rose to $878 million. Goodwill grew to $43.2 billion, reflecting acquisition activity during the period. For 2026, management guides to core revenue growth of 3% to 6% and adjusted diluted EPS of $8.35 to $8.50, implying roughly 7% to 9% adjusted EPS growth. First quarter core growth is guided to low-single digits. Segment outlooks are mixed: Biotechnology is expected to grow about 6% for the year, Diagnostics low-single digits, and Life Sciences flat. CEO Rainer Blair expressed confidence in gradual end-market improvement, though guidance is subject to tariff, currency, and macro risks.

Jan 28, 2026 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Jan 12, 2026)

Danaher Corporation (NYSE: DHR) furnished an 8-K on January 12, 2026, ahead of a CEO webcast at the J.P. Morgan Healthcare Conference on January 13, 2026, providing preliminary estimates for Q4 and full-year 2025 results. The filing contains no new financial statements or formal guidance changes; it is a preliminary update that points to a solid close to the year. Management estimates Q4 2025 total revenue growth in the mid-single-digit percent range year-over-year, with non-GAAP core revenue growth at the high end of the previously guided low-single-digit range. Core growth was partly offset by roughly a low-single-digit currency headwind, while acquisitions/divestitures added slightly. For full-year 2025, non-GAAP adjusted diluted EPS is expected to land toward the high end of the previously guided $7.70 to $7.80 range. Management highlighted strength in Bioprocessing (consumables up high-single digits, equipment up mid-single digits), better-than-expected Life Sciences and Diagnostics results, and mid-single-digit growth at SCIEX. The slides also introduce initial 2026 expectations of 3% to 6% core revenue growth, with adjusted operating profit margin expansion of more than 100 basis points and adjusted EPS growth in the high-single digits. For investors, the key takeaways are the upbeat tone on Q4 execution and the initial 2026 framework, which signals a gradual recovery toward long-term high-single-digit core growth. Investors should note that these are estimates ahead of the full earnings release, which is scheduled for January 28, 2026, and that the company's net debt to adjusted EBITDA was about 2.5x as of September 2025, leaving capacity for acquisitions.

Jan 12, 2026 8-K

Leadership ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (Nov 6, 2025)

Danaher Corporation (DHR) has filed a Current Report (8-K) primarily detailing a change in its Board of Directors. John T. Schwieters has informed the Board of his decision not to seek reelection at the upcoming 2026 annual meeting of shareholders, leading to his retirement from the Board at that time. Importantly, this decision is not attributed to any disagreements with the company regarding its operations, policies, or practices, which suggests a smooth transition and continued stable governance. As a consequence of Mr. Schwieters' retirement, the size of the Danaher Board will be reduced from thirteen to twelve members following his departure. This structural adjustment is a notable point for investors to consider regarding board composition and governance. The filing also includes the standard interactive data file exhibit.

Nov 6, 2025 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Oct 21, 2025)

Danaher Corporation (NYSE: DHR) reported third quarter 2025 results for the quarter ended September 26, 2025, with sales up 4.5% year-over-year to $6.053 billion and non-GAAP core sales up 3.0%. GAAP net earnings were $908 million, or $1.27 per diluted share (up from $1.12), while non-GAAP adjusted diluted EPS was $1.89, up from $1.71 a year earlier. Management attributed the beat versus its own expectations to DBS-driven execution (Danaher Business System), continued momentum in bioprocessing, and better-than-anticipated respiratory revenue at Cepheid. Operating cash flow was $1.66 billion and free cash flow was $1.37 billion, up from $1.23 billion. The quarter was not without GAAP pressure. Operating profit rose to $1.154 billion from $958 million, but the year-over-year comparison is distorted by a large prior-year gain in other income and by impairments; nine-month GAAP diluted EPS fell to $3.37 from $3.80, largely due to a $432 million impairment of a Life Sciences trade name and other impairments totaling roughly $0.76 per share in the period. Amortization of acquisition-related intangibles ($0.61 per share in the quarter) remains a significant gap between GAAP and non-GAAP earnings. Biotechnology was the standout segment, with core growth of 6.5%, while Life Sciences core sales declined 1.0% and Diagnostics grew 3.5%. Currency was a 1.5% headwind to quarterly sales. Looking ahead, Danaher maintained its full-year 2025 adjusted diluted EPS guidance of $7.70 to $7.80 and expects low-single-digit core revenue growth for the year, with fourth-quarter Biotechnology growth of roughly 5%, flat Diagnostics, and a decline in Life Sciences. Nine-month adjusted EPS of $5.57 implies a fourth quarter in the range of roughly $2.13 to $2.23, so the guidance was held rather than raised. The release also includes forward-looking assumptions of roughly 2.5% currency tailwind to Q4 sales, a ~17% effective tax rate, and ~$50 million of net interest expense. Risks flagged include tariffs, AI-related uncertainties, and the impact of debt on liquidity.

Oct 21, 2025 8-K

Corporate ChangesOther EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Bylaw Amendment (Sep 10, 2025)

Danaher Corporation (DHR) filed an 8-K on September 9, 2025, announcing two significant updates for its shareholders. First, the company's Board of Directors amended and restated the corporate By-laws, primarily focusing on revising the procedural and disclosure requirements for shareholders wishing to propose business or nominate directors at meetings. These changes are designed to streamline the process and ensure timely and adequate information sharing. Second, and more materially for investors, Danaher's Board approved a substantial new share repurchase program. This program authorizes the repurchase of up to 35 million shares of common stock, which can be executed through various methods including open market purchases and Rule 10b5-1 trading plans. This significant buyback authorization, which has no expiration date, signals management's confidence in the company's valuation and commitment to returning capital to shareholders.

Sep 10, 2025 8-K

Leadership ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (Jul 31, 2025)

Danaher Corporation (DHR) has filed an 8-K report disclosing a significant leadership transition within its legal department. Brian W. Ellis, Senior Vice President and General Counsel, has announced his intention to step down from his General Counsel role effective August 25, 2025. While relinquishing his primary legal leadership responsibilities, Mr. Ellis will remain with the company in an executive officer capacity as Senior Vice President, supporting the company until his planned retirement on February 28, 2026. This announcement marks a key change in Danaher's executive team. Investors should note that Mr. Ellis's continued involvement in a Senior Vice President role, albeit with a different focus, indicates a phased transition rather than an immediate departure. The company has not yet announced a successor for the General Counsel position, which will be a point of interest for stakeholders monitoring leadership continuity and strategic direction within Danaher's legal and executive functions.

Jul 31, 2025 8-K

Leadership ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (Jul 24, 2025)

Danaher Corporation (NYSE: DHR) announced in an 8-K filed July 24, 2025 that CFO Matthew McGrew will relinquish the CFO role effective February 28, 2026, remaining with the company as an Executive Vice President as he begins a gradual transition to retirement after more than 20 years at Danaher. Matthew Gugino, currently Vice President of Corporate FP&A and Group CFO of the Life Sciences Innovations group, will succeed him as EVP and Chief Financial Officer on that date. Gugino, 43, has been with Danaher since 2013 and previously led Investor Relations from 2014 to 2022, giving him deep familiarity with both the financial reporting and investor communication functions. The filing discloses a meaningful compensation step-up for Gugino tied to the promotion. His base salary rises to $700,000 immediately (July 21, 2025) and to $825,000 on February 28, 2026, with his target bonus moving to 90% for the remainder of 2025 and 115% from 2026. His equity grants increase to a $1.75 million target award in November 2025 and a $4.2 million target award for 2026, split between stock options and performance or time-vesting RSUs. McGrew's 2026 compensation is set at a $700,000 base salary, a 125% target bonus, and a $2.5 million equity target, reflecting his transition to a non-CFO executive role. Gugino also signed a non-competition and proprietary interests agreement and receives added perquisites such as limited aircraft use and financial planning reimbursement. For investors, the announcement is primarily a planned, orderly succession rather than a signal of operational distress, since McGrew is staying on through the transition and the incoming CFO is an internal candidate with long institutional knowledge. The main points to monitor are continuity in capital allocation, M&A integration, and guidance credibility during the handover, as well as whether the more aggressive incentive structure for Gugino drives execution against Danaher's growth and margin targets.

Jul 24, 2025 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Jul 22, 2025)

Danaher reported second-quarter 2025 results for the quarter ended June 27, 2025, with revenue up 3.5% year-over-year to $5.9 billion, but GAAP profitability fell sharply. Net earnings were $555 million, or $0.77 per diluted share, versus $907 million, or $1.22, a year earlier. The decline is driven by a $432 million pretax impairment of a Life Sciences trade name, along with higher SG&A expenses ($2.36 billion vs. $1.87 billion) and much lower interest income ($8 million vs. $39 million). Excluding these and other items, adjusted diluted EPS rose to $1.80 from $1.72, about 5%, and management said results exceeded its expectations. Underlying growth was more modest than headline sales growth suggests. Non-GAAP core revenue grew 1.5%, with currency adding roughly 2 points. Biotechnology was the standout, with core sales up 6.0%, while Life Sciences declined 2.5% on a core basis and Diagnostics grew 2.0%. Operating cash flow was $1.3 billion and free cash flow was $1.1 billion, both broadly flat with the prior year. Six-month GAAP net earnings were $1.51 billion versus $2.00 billion, reflecting the same charges. Looking ahead, management expects third-quarter core revenue growth in the low-single digits and maintained full-year core growth of about 3%. It raised full-year adjusted diluted EPS guidance to $7.70–$7.80 from $7.60–$7.75. Management says the macro environment remains fluid, and the filing lists tariffs, currency, and Life Sciences trade name impairment risk among the factors to watch.

Jul 22, 2025 8-K

Shareholder MattersExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Shareholder Vote Results (May 8, 2025)

Danaher Corporation (DHR) filed an 8-K on May 7, 2025, detailing the results of its annual shareholder meeting held on May 6, 2025. The primary focus of the filing is the voting outcomes on key corporate governance and operational matters. All thirteen director nominees were overwhelmingly elected, indicating strong shareholder confidence in the current board leadership. Shareholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, a standard procedure that reinforces oversight of financial reporting. Furthermore, the advisory vote on the compensation of the Company's named executive officers received majority approval. While the specific compensation details are not within this 8-K, the positive vote suggests shareholder satisfaction with the executive compensation structure. The filing also includes the standard Cover Page Interactive Data File in XBRL format, facilitating easier access to financial data for investors and analysts.

May 8, 2025 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Apr 22, 2025)

Danaher reported first-quarter 2025 results for the period ended March 28, 2025, with GAAP sales of $5.74 billion, down 1.0% year over year. Non-GAAP core sales were flat, which management described as ahead of its expectations. GAAP net earnings were $954 million, or $1.32 per diluted share, versus $1.45 a year earlier. Adjusted diluted EPS was $1.88, down from $1.92. The decline in GAAP earnings was driven by higher amortization of acquisition-related intangibles, a larger fair value loss on investments, and lower interest income. Operating cash flow was $1.30 billion and free cash flow was $1.06 billion (the press release rounds these to $1.3 billion and $1.1 billion). Segment performance was uneven. Biotechnology was the clear standout, with core sales up 7%, which management attributed to continued bioprocessing momentum. Life Sciences core sales fell 4%, and Diagnostics core sales declined 1.5%, though molecular diagnostics respiratory demand was better than expected. Management said the macro backdrop has become more dynamic, citing tariffs and related trade actions as a forward-looking risk. For guidance, management expects second-quarter core revenue to grow at a low-single-digit rate year over year. Full-year 2025 core revenue growth of approximately 3% is unchanged. Danaher is initiating full-year adjusted diluted EPS guidance of $7.60 to $7.75. The company does not provide GAAP EPS guidance because of the difficulty of forecasting investment gains and losses and discrete tax items.

Apr 22, 2025 8-K

Leadership ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (Feb 20, 2025)

Danaher Corporation (DHR) filed an 8-K report on February 20, 2025, announcing two key updates: the appointment of a new independent director and an amendment to its 2007 Omnibus Incentive Plan. Charles W. Lamanna has joined the Board of Directors and will serve on the Science & Technology Committee. His appointment is considered independent and he will receive standard compensation for non-employee directors, including equity awards. The second significant development involves an amendment to the Company's 2007 Omnibus Incentive Plan. This amendment enhances benefits for participants whose employment or service terminates due to death or disability. Specifically, unvested stock options and restricted stock units will now fully vest, and performance stock units (PSUs) will vest at the target level if the termination event occurs before the performance period concludes. These changes aim to provide greater financial security to key personnel and their estates in the event of unforeseen circumstances.

Feb 20, 2025 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Jan 29, 2025)

Danaher reported fourth-quarter and full-year 2024 results on January 29, 2025, with all figures reflecting continuing operations. For Q4 2024, revenue rose 2.0% year-over-year to $6.5 billion, with non-GAAP core revenue up 1.0%. GAAP diluted EPS was $1.49 and non-GAAP adjusted diluted EPS was $2.14, versus $2.09 a year earlier. Operating cash flow was $2.0 billion and free cash flow was $1.5 billion, up roughly 29.5% year-over-year. Management highlighted better-than-anticipated core revenue across all three segments and operating margin expansion. For full-year 2024, sales were flat at $23.9 billion, but non-GAAP core revenue declined 1.5%. GAAP diluted EPS was $5.29 and adjusted diluted EPS was $7.48, down from $7.58. Operating profit fell to $4.9 billion from $5.2 billion, though the operating margin was 20.4% versus 21.8%. Free cash flow was $5.3 billion, up about 3.5%. The balance sheet shows cash falling to $2.1 billion from $5.9 billion, mainly because of $6.0 billion in share repurchases, and total debt declining to about $16.0 billion. Management pointed to a more focused life sciences and diagnostics portfolio as the basis for higher long-term growth and margins. Guidance is mixed. Management expects first-quarter 2025 core revenue to decline low-single digits year-over-year, and full-year 2025 core revenue to grow about 3%. Investors should weigh the strong cash generation and buybacks against a soft start to 2025, the Biotechnology and Life Sciences core declines in 2024, and the continued goodwill and intangible asset amortization burden.

Jan 29, 2025 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Jan 13, 2025)

Danaher Corporation (NYSE: DHR) filed this Form 8-K on January 13, 2025, furnishing a preliminary update on its fourth quarter 2024 results ahead of CEO Rainer M. Blair's presentation at the J.P. Morgan Healthcare Conference on January 14, 2025. The company estimates Q4 2024 total (GAAP) revenue grew in the low-single-digit percent range year-over-year, while non-GAAP core revenue was expected to be essentially flat. Management said core revenue came in above its previously guided low-single-digit percent decline, with Bioprocessing performing in line with expectations, Diagnostics slightly above expectations (led by higher respiratory demand at Cepheid), and Life Sciences modestly better than anticipated, driven by instrumentation. The company reaffirmed that its Q4 adjusted operating profit margin is expected to be consistent with prior guidance, with better-than-expected operational performance offset by foreign exchange headwinds. The presentation also provided a portfolio overview: 2024E total revenue of roughly $24 billion across Diagnostics (~$9.8B), Life Sciences (~$7.3B), and Bioprocessing (~$6.8B), with about 80% recurring revenue and a stated long-term high-single-digit core revenue growth target for Bioprocessing and Life Sciences. Investors should note that these are estimates furnished rather than filed, and that the full Q4 and FY2024 earnings release is scheduled for January 29, 2025.

Jan 13, 2025 8-K

Leadership ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (Dec 11, 2024)

Danaher Corporation (DHR) announced on December 10, 2024, the retirement of Dr. Pardis C. Sabeti from its Board of Directors, effective the same date. This departure is attributed to Dr. Sabeti's existing professional commitments and is explicitly stated as not being the result of any disagreement with the company. Investors should note that this change on the Board does not appear to be linked to any operational or strategic issues within Danaher. The filing also includes the standard cover page interactive data file as an exhibit. For investors, the primary takeaway is the smooth transition regarding Dr. Sabeti's board seat, maintaining stability within the company's governance structure. No financial statements or material business updates were disclosed in this particular 8-K filing, suggesting it is primarily administrative in nature.

Dec 11, 2024 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Oct 22, 2024)

Danaher reported third-quarter 2024 results for the period ended September 27, 2024, with GAAP net earnings from continuing operations of $818 million, or $1.12 per diluted share, versus $1.26 a year earlier. Non-GAAP adjusted diluted EPS from continuing operations was $1.71, compared with $1.72 in the prior-year quarter, a slight decline. Revenue rose 3.0% year-over-year to $5.8 billion, but this headline growth was driven by acquisitions (about 2.5 points, largely Abcam). Non-GAAP core revenue grew only 0.5%, with Diagnostics (+5.0%, supported by Cepheid molecular testing share gains) and Biotechnology flat, offset by a 2.0% decline in Life Sciences. Management highlighted positive momentum in bioprocessing. GAAP operating profit fell to $958 million from $1,185 million, largely due to a $222 million pretax impairment of a Life Sciences trade name and higher SG&A expenses, which rose to $2.06 billion from $1.73 billion. Interest income dropped sharply to $4 million from $79 million, reflecting lower cash balances after prior-year divestiture proceeds. Operating cash flow from continuing operations was $1.5 billion, and free cash flow was $1.2 billion, up about 12% year-over-year. Looking ahead, Danaher expects fourth-quarter 2024 and full-year 2024 non-GAAP core revenue to decline at a low-single-digit rate year-over-year, unchanged from prior guidance. The company is therefore not expecting a near-term acceleration in organic growth, and investors will likely focus on the pace of recovery in bioprocessing and diagnostics and the trajectory of COVID-19-related demand declines.

Oct 22, 2024 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Jul 23, 2024)

Danaher Corporation (NYSE: DHR) reported second quarter 2024 results for the quarter ended June 28, 2024, with revenue of $5.7 billion, down 3.0% year-over-year (GAAP), and non-GAAP core revenue down 3.5%. GAAP net earnings were $907 million, or $1.22 per diluted share, versus $1.24 in the prior-year quarter from continuing operations. Non-GAAP adjusted diluted EPS was $1.72, compared with $1.73 a year earlier, a roughly flat result. Operating cash flow was $1.4 billion and non-GAAP free cash flow from continuing operations was $1.1 billion, down about 14.5% year-over-year, largely reflecting lower operating cash generation and higher capital spending relative to the prior year period. The quarter's segment picture was mixed. Biotechnology core sales fell 7.0% and Life Sciences core sales fell 5.5%, while Diagnostics grew 3.0%, supported by Cepheid, which management believes gained molecular testing share. Management highlighted sustained positive momentum in bioprocessing. Management reiterated its outlook for non-GAAP core revenue to decline at a low-single-digit rate in both the third quarter and full year 2024, which signals no near-term recovery in the top line. Investors will likely focus on whether the bioprocessing recovery and Diagnostics strength can offset weakness in Life Sciences and Biotechnology. The filing also shows a large financing outflow of $5.7 billion in the quarter, which is well above the operating cash flow for the period. Because the filing does not explain this outflow, investors should review the Form 10-Q for details on debt repayment or other financing activity. Net earnings were pressured by higher amortization of acquisition-related intangibles ($402 million pretax in the quarter), and interest income declined year-over-year, from $59 million to $39 million.

Jul 23, 2024 8-K

Leadership ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (Jun 20, 2024)

Danaher Corporation (DHR) has filed an 8-K report to disclose the departure of Joakim Weidemanis from his role as Executive Vice President, effective July 1, 2024. Mr. Weidemanis will continue to be employed by Danaher through September 30, 2024, to provide transition services, ensuring a smooth handover of his responsibilities. This filing outlines the terms of his transition, including continued salary and a pro-rated incentive compensation award for 2024, contingent on certain performance factors and a release of claims. While the departure of a key executive can sometimes raise investor concerns, Danaher's proactive approach in securing transition services and detailing the compensation terms aims to mitigate disruption. Investors should monitor the company's performance and strategic execution in the coming quarters, particularly in areas previously overseen by Mr. Weidemanis, to assess any potential impact on the business. The filing also includes the Transition Agreement as an exhibit, providing transparency on the executive's departure terms.

Jun 20, 2024 8-K

Shareholder MattersExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Shareholder Vote Results (May 9, 2024)

Danaher Corporation (DHR) filed an 8-K on May 8, 2024, detailing the results of its annual shareholder meeting held on May 7, 2024. The primary focus of this filing is the voting outcomes on several key proposals. Notably, all thirteen director nominees were elected, and shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the upcoming fiscal year. The advisory vote on executive compensation also received shareholder approval.

May 9, 2024 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Apr 23, 2024)

Danaher Corporation (NYSE: DHR) reported first quarter 2024 results for the quarter ended March 29, 2024, with revenue of $5.8 billion, down 2.5% year-over-year from $5.9 billion, and non-GAAP core revenue down 4.0%. GAAP net earnings were $1.1 billion, or $1.45 per diluted share, compared with $1.65 per diluted share from continuing operations a year earlier. Non-GAAP adjusted diluted EPS was $1.92, down from $2.05 in the prior-year period. The decline in GAAP earnings was driven by lower gross profit, higher SG&A, and a lower operating margin, partly offset by lower income taxes. Note that the prior-year GAAP net earnings included $210 million from discontinued operations, so the year-over-year comparison of total net earnings is not like-for-like. By segment, Biotechnology core sales fell 17.0%, Life Sciences core sales declined 3.0%, and Diagnostics core sales grew 7.5%. Management highlighted improving order trends in bioprocessing and continued share gains in molecular diagnostics at Cepheid. Operating cash flow was $1.7 billion and non-GAAP free cash flow was $1.4 billion, both modestly lower than the prior year. Acquisitions, notably Abcam, contributed roughly 2 percentage points to reported revenue growth, and currency added about 0.5 points. Guidance was mixed relative to the quarter. For the second quarter of 2024, management expects non-GAAP core revenue to decline by a mid-single-digit percentage year-over-year, and for full year 2024 it continues to expect a low-single-digit core revenue decline. Investors will watch whether bioprocessing recovery and Cepheid strength can offset weakness in Biotechnology and Life Sciences as the year progresses.

Apr 23, 2024 8-K

Leadership Changes

DANAHER CORP /DE/ 8-K Report, Executive Changes (Feb 14, 2024)

Danaher Corporation (DHR) filed an 8-K on February 14, 2024, to announce a significant change in its Board of Directors. Walter G. Lohr, Jr., a long-standing member of the Board, has decided not to seek reelection at the upcoming annual meeting of shareholders on May 7, 2024. He will officially retire from the Board at that time. Importantly, the filing clarifies that Mr. Lohr's decision is voluntary and not due to any disputes or disagreements with the company regarding its operations, policies, or practices.

Feb 14, 2024 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Jan 30, 2024)

Danaher's (DHR) Q4 and full-year 2023 results, furnished under Item 2.02, show a year of sharp top-line contraction as COVID-19 demand unwound, with partial offsets from the Abcam acquisition and the Veralto spin-off. Fourth-quarter revenue fell 10.0% year-over-year to $6.4 billion, with non-GAAP core revenue down 11.5% (including a 4.5% base business decline). Full-year revenue declined 10.5% to $23.9 billion, with core revenue down 10.0%. GAAP diluted EPS from continuing operations was $1.50 in Q4 and $5.65 for the year, while non-GAAP adjusted diluted EPS was $2.09 and $7.58, respectively. Adjusted EPS was down from $2.54 and $9.71 in the prior-year periods. Operating margin compressed meaningfully, with GAAP operating margin at 20.9% in Q4 versus 28.0% a year earlier, and 21.8% for the full year versus 28.3%. Cash generation remained solid but weaker. Operating cash flow from continuing operations was $6.5 billion for the year (down about 15%), and free cash flow was $5.1 billion (down about 21.5%). Q4 free cash flow fell about 38% to $1.2 billion. The balance sheet expanded substantially, with goodwill rising to $41.6 billion from $37.3 billion and total debt-related liabilities remaining large, as the company completed the Abcam acquisition, which cost roughly $5.6 billion in cash paid for acquisitions in 2023. Management characterized 2023 as transformational following the Veralto spin-off, positioning Danaher as a more focused Life Sciences and Diagnostics company. Looking ahead, management guided non-GAAP core revenue to decline high-single digits year-over-year in Q1 2024 and low-single digits for full-year 2024. The company will stop guiding to and reporting base business core revenue, reflecting its view that the pandemic has transitioned to an endemic state. For investors, the key takeaways are the magnitude of the COVID-related revenue unwind, the margin and cash flow pressure, and the near-term guidance, which signals continued softness before any recovery, against the backdrop of a larger, Abcam-enhanced proteomics portfolio.

Jan 30, 2024 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Jan 8, 2024)

Danaher Corporation (NYSE: DHR) furnished an 8-K on January 8, 2024, ahead of CEO Rainer M. Blair's presentation at the J.P. Morgan Healthcare Conference on January 9, 2024. The company provided a preliminary read on fourth-quarter 2023 performance: total revenue is estimated to decline in the low-double-digit percent range year over year. Non-GAAP core revenue is expected to fall in the low-double-digit range, which is better than the previously guided high-teens percent decline. Base business core revenue is expected to decline in the mid-single-digit range, in line with prior guidance. The decline is driven largely by the post-pandemic normalization of COVID-19 testing, vaccine, and therapeutics demand, partly offset by currency and acquisitions. Management indicated that Q4 results were better than anticipated in a challenging operating environment. Life Sciences and Biotechnology both modestly exceeded expectations, and respiratory revenue at Cepheid topped $600 million, above expectations. Management expects Q4 2023 adjusted operating profit margin to be in line with or above the prior guidance of roughly 28%. The Abcam acquisition closed in December 2023, ahead of the company's initial timeline. The presentation frames Danaher's portfolio transformation since 2018, when it had roughly $24 billion in revenue, including exits of Dental and Environmental & Applied Solutions and the divestiture of Cytiva. The company now targets roughly $20 billion in 2023E revenue, with a stronger mix toward Diagnostics and Life Sciences, and about 80% recurring revenue. Investors should note that the company did not provide full-year 2024 guidance in this filing, and that the figures are preliminary estimates subject to the upcoming Q4 earnings call on January 30, 2024.

Jan 8, 2024 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Oct 24, 2023)

Danaher Corporation (NYSE: DHR) reported third quarter 2023 results for the period ended September 29, 2023, showing a challenging top line and a better-than-expected earnings and cash flow profile. GAAP sales fell 10.5% year-over-year to $6.9 billion, and non-GAAP core revenue declined 11.5%, including a 3.0% decline in the base business (which excludes COVID-19 testing, vaccines and therapeutics). GAAP net earnings were $1.1 billion, or $1.51 per diluted share, versus $2.10 a year earlier, while non-GAAP adjusted diluted EPS was $2.02 versus $2.56. Operating cash flow was $1.7 billion and free cash flow was $1.3 billion, down about 24.5% year-over-year. Management attributed the quarter's upside to Biotechnology performing as anticipated and higher respiratory testing revenue, partly offset by softer-than-expected Life Sciences demand. The most significant structural event is the September 30, 2023 spin-off of Veralto Corporation (the former Environmental & Applied Solutions business) to Danaher shareholders. Results in this release still include Veralto, but guidance covers only continuing operations, and future filings will present Veralto as a discontinued operation. Management guided fourth-quarter base business core revenue down mid-single digits and full-year 2023 base business core revenue down slightly, with total core revenue expected to fall in the high-teens in Q4 and low-double digits for the full year, largely reflecting the decline in COVID-19 related demand. Investors should therefore focus on the continuing-operations base business trend and the post-spin earnings power rather than the reported headline decline. This 8-K furnishes the earnings release under Item 2.02 and is not deemed filed for Exchange Act Section 18 purposes. The release also notes the pending acquisition of Abcam plc as a forward-looking factor. Separation costs of $0.14 per share for the nine months and impairment charges weighed on GAAP results, which the company excluded from its non-GAAP metrics.

Oct 24, 2023 8-K

Leadership ChangesMaterial AgreementsOther Events+1

DANAHER CORP /DE/ 8-K Report, Material Agreement (Oct 2, 2023)

On October 2, 2023, Danaher (NYSE: DHR) disclosed the completion of its spin-off of Veralto Corporation (NYSE: VLTO), which holds Danaher's former Environmental & Applied Solutions segment (Water Quality and Product Quality & Innovation businesses). The separation was effected on September 30, 2023, when Danaher stockholders received one Veralto share for every three Danaher shares held at the September 13, 2023 record date. About 246 million Veralto shares were distributed, and regular-way trading of VLTO began October 2, 2023. The distribution is intended to be tax-free to U.S. stockholders for federal income tax purposes, except for cash received in lieu of fractional shares. Danaher's stock is expected to trade ex-distribution, so its price should mechanically fall by the value of the spun-off Veralto stake. The filing also details a set of definitive agreements dated September 29, 2023 governing the relationship between the two companies, including a Separation and Distribution Agreement, Employee Matters, Tax Matters, Transition Services, Intellectual Property Matters, DBS License, and a Framework Agreement covering particle counting products. Veralto is paying Danaher a cash distribution of approximately $2.7 billion, funded by about $2.6 billion of unsecured notes plus roughly $100 million of cash on hand, and is putting in place a $1.5 billion revolving credit facility. Pro forma figures from the information statement show roughly $4.9 billion in 2022 sales, about 23% operating margin, and approximately $2.6 billion of debt at separation. Jennifer Honeycutt, an executive officer at Danaher, resigned from that role effective at the distribution because she is becoming CEO of Veralto. For investors, the key takeaways are the mechanical share-price adjustment at Danaher, the new standalone Veralto equity with its own leverage and capital allocation priorities, and the dependence of Veralto on Danaher through transition services, IP licenses, and tax-related indemnities. Tax-matters risk is significant: if the IRS private letter ruling or the tax opinion proves incorrect, both companies could face material tax liabilities. Investors should also note that Veralto is a newly public company with no operating history as a standalone entity, so its historical and pro forma financials may not be indicative of future results.

Oct 2, 2023 8-K

Material AgreementsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Sep 19, 2023)

Danaher Corporation (DHR) has announced a significant financing transaction through its wholly-owned subsidiary, Veralto Corporation. Veralto has issued a substantial amount of senior notes in both U.S. dollar and Euro denominations, totaling $2.1 billion and €500 million respectively. These notes are intended to fund the upcoming separation of Veralto from Danaher, a spin-off event anticipated by investors. Danaher has provided full and unconditional guarantees for these notes, which will be released upon the completion of the Veralto separation.

Sep 19, 2023 8-K

Other Events

DANAHER CORP /DE/ 8-K Report, Corporate Update (Sep 12, 2023)

This 8-K filing from Danaher Corporation (DHR) details significant debt offerings by its subsidiary, Veralto Corporation, in preparation for Veralto's planned separation from Danaher. Veralto has agreed to issue a substantial amount of senior notes denominated in both USD and EUR, totaling approximately $2.1 billion and €500 million respectively, with various maturity dates and interest rates. These offerings are crucial for financing the separation and providing Veralto with its own capital structure as it prepares to operate as an independent entity. Danaher will guarantee these notes until the separation is complete, after which Veralto will be solely responsible. The proceeds from these offerings will be used by Veralto to make payments to Danaher as partial consideration for the assets contributed during the separation, as well as to cover associated fees and expenses. Investors should note that these notes are being sold in private placements to qualified institutional buyers and non-U.S. persons, and Veralto intends to register similar notes later to facilitate resales.

Sep 12, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Aug 31, 2023)

Danaher Corporation (DHR) has filed an 8-K report to disclose the entry into a material definitive agreement concerning a new credit facility. This report details a $1.5 billion unsecured five-year credit facility secured by its wholly-owned subsidiary, Veralto Corporation. The facility, effective August 31, 2023, with a maturity date of August 31, 2028, provides Veralto with significant liquidity and flexibility. The credit facility includes provisions for an extension option and an expansion option of up to $500 million, indicating potential future financing needs or growth opportunities. The terms of the facility establish interest rate mechanisms tied to Veralto's credit rating and include a facility fee. Crucially, Veralto is required to maintain a specific Consolidated Net Leverage Ratio, with a temporary increase allowed following significant acquisitions. This facility is intended to support Veralto's commercial paper program and general corporate purposes, and borrowings are contingent upon the completion of the previously announced separation of Danaher's Environmental & Applied Solutions business into Veralto.

Aug 31, 2023 8-K

Other EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Aug 31, 2023)

Danaher Corporation's Form 8-K, filed August 31, 2023, is an administrative disclosure about a temporary trading blackout tied to the spin-off of Veralto Corporation. Danaher expects to distribute all of its Veralto common stock to stockholders on September 30, 2023, with fractional shares sold in the market and the proceeds paid out. The separation changes the Danaher Stock Fund in five employee benefit plans, so participants and beneficiaries will temporarily be unable to transfer money into or out of that fund. The blackout is expected to run from September 29, 2023 at 4:00 p.m. ET through October 5, 2023 at 4:00 p.m. ET. Because the restriction affects more than half of plan participants for more than three consecutive business days, Sarbanes-Oxley Section 306(a) and Regulation BTR apply. Danaher's directors and Section 16 officers are therefore barred, subject to limited exemptions, from buying, selling, or transferring Danaher common stock or related derivatives acquired through their Danaher service. Danaher will update the blackout dates if the spin-off date changes. For investors, the filing carries no direct financial results or guidance. Its main significance is the confirmed timetable for the Veralto separation and the roughly one-week window in which insider trading is restricted, which is useful for tracking insider activity around the spin-off.

Aug 31, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Aug 15, 2023)

Danaher Corporation (DHR) has entered into a new $5.0 billion unsecured, multiyear revolving credit facility, replacing its previous agreement. This new facility, set to expire on August 11, 2028, includes a one-year extension option and an expansion option allowing for an additional $2.5 billion in borrowings, subject to certain conditions. The credit facility is intended to provide liquidity support for Danaher's commercial paper programs and for general corporate purposes, indicating a focus on maintaining operational flexibility and financial stability. The terms of the credit facility include variable interest rates tied to credit ratings and benchmark rates like Term SOFR. A key financial covenant requires Danaher to maintain a Consolidated Leverage Ratio of 0.65 to 1.00 or less, demonstrating a commitment to prudent financial management and a healthy balance sheet. While unsecured, the facility includes customary covenants and events of default, with potential acceleration of debt upon default. The establishment of this facility provides Danaher with robust financial resources to manage its ongoing operations and potential future strategic initiatives.

Aug 15, 2023 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Jul 25, 2023)

Danaher Corporation (DHR) reported second quarter 2023 results on July 25, 2023, showing a sharp year-over-year decline in top-line and earnings, driven primarily by the unwinding of COVID-19 related demand. Sales fell 7.5% to $7.2 billion (GAAP), and non-GAAP core sales declined 7.0%. Excluding COVID-19 testing, vaccines and therapeutics, base business core sales grew 2.0%, with Life Sciences (+5.5% core sales) and Diagnostics (+11.5% base business growth in the high-single digits per the table) outperforming, while Biotechnology saw core sales fall roughly 16.5% due to softer bioprocessing demand. GAAP diluted EPS was $1.49 versus $2.25 a year earlier, and non-GAAP adjusted diluted EPS was $2.05 versus $2.76. Operating cash flow was $1.9 billion and free cash flow was $1.6 billion, modestly below the prior-year quarter. Management guided to a sharper near-term decline before a modest recovery. For Q3 2023, core sales are expected to fall in the low-to-mid teens, including a low-double-digit benefit from COVID-related products, which leaves base business core growth down low-single digits. For full year 2023, core sales are now expected to decline high-single digits to low-double digits, while base business core growth is expected to be up low-single digits. Management is also preparing to separate its Environmental & Applied Solutions business, which generated $0.05 per share of separation costs in the quarter. For investors, the key takeaways are that the reported decline is largely a COVID normalization effect rather than a broad deterioration, that underlying (base business) growth remains positive for the year, and that Biotechnology weakness and the upcoming separation are the main items to monitor. The filing also notes that the Mandatory Convertible Preferred Stock Series B converted into common shares in April 2023, adding roughly 8.6 million shares to the common count.

Jul 25, 2023 8-K

Earnings & ResultsShareholder MattersExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (May 11, 2023)

Danaher Corporation (DHR) has filed an 8-K detailing the elimination of its Series A and Series B Mandatory Convertible Preferred Stock following their complete conversion. This action formalizes the cessation of these preferred stock series, as no outstanding shares remained after their mandatory conversion dates in April 2022 and April 2023, respectively. This corporate housekeeping item simplifies the company's capital structure by removing these instruments from its charter. Additionally, the filing reports on the outcomes of Danaher's annual shareholder meeting held on May 9, 2023. Key to investors, all nominated directors were overwhelmingly elected, and the company's selection of Ernst & Young LLP as its independent auditor for 2023 was ratified with strong shareholder support. Shareholder approval was also given for executive compensation on an advisory basis, with a clear preference for annual advisory votes on this matter. Notably, shareholder proposals requesting the separation of Chair and CEO roles and a report on DEI efforts were not approved.

May 11, 2023 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Apr 25, 2023)

Danaher reported first-quarter 2023 results that were ahead of its own expectations, though revenue fell year-over-year as COVID-19 demand unwound. Sales were $7.2 billion, down 7.0% from $7.7 billion, and the decline included a 4.0% non-GAAP core revenue decrease. The company attributed the drop mainly to lower COVID-19 revenue. Excluding COVID-19 testing, vaccines and therapeutics, base business core revenue grew 6.0%. GAAP diluted EPS was $1.94, down from $2.31, and non-GAAP adjusted diluted EPS was $2.36, down from $2.76. Operating profit margin declined to 25.0% from 28.3%, and management cited separation costs and lower COVID-related volume among the drivers. Cash generation remained solid. Operating cash flow was $1.9 billion, roughly flat year-over-year, and non-GAAP free cash flow was $1.7 billion, down about 3%. Segment performance was uneven. Biotechnology sales fell 16% on a GAAP basis, with base business flat, reflecting the wind-down of COVID-related demand. Diagnostics fell 10% GAAP, with base business growing low-double digits. Life Sciences grew 2.5% GAAP, with base business up high-single digits, and Environmental & Applied Solutions grew 5.0%. Management also disclosed that it has revised its 'base business core sales growth' definition to exclude revenue from COVID-19 vaccine and therapeutic products in addition to testing, and it guided to mid-single-digit base business core growth for the second quarter and full year 2023. For investors, the key points are the underlying health of the non-COVID franchise, the continued reliance on COVID-related revenue in the headline numbers, and the company's preparation to separate its Environmental & Applied Solutions business. Management guided to a high-single-digit decline in total core sales for both the second quarter and full year 2023, with COVID-related products expected to contribute low-double-digit growth. Taken together, the guidance implies that the reported top-line trajectory depends heavily on the pace at which COVID-related demand fades.

Apr 25, 2023 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Jan 24, 2023)

Danaher Corporation (NYSE: DHR) reported fourth-quarter and full-year 2022 results on January 24, 2023. For the full year, GAAP revenue rose 7.0% to $31.5 billion, non-GAAP core revenue grew 9.5%, and base business core growth was 8.0%. GAAP diluted EPS was $9.66 (up 13.5%), while non-GAAP adjusted diluted EPS was $10.95 (up 9.0%). Operating cash flow was $8.5 billion and non-GAAP free cash flow was $7.4 billion. Fourth-quarter revenue grew 2.5% to $8.4 billion, with 7.5% core growth, and GAAP diluted EPS rose 25.0% to $2.99, though adjusted EPS of $2.87 was up only 6.5%. The most consequential item for investors is the change in the company's growth definition. Beginning in Q1 2023, Danaher will exclude revenue from COVID-19 vaccines and therapeutics, in addition to COVID-19 testing, from its base business core growth metric. The company cited weaker-than-expected 2022 demand for these products. Management guided Q1 2023 base business core growth to mid-single digits and full-year 2023 base business core growth to high-single digits. Total core growth, including the COVID-related revenue tailwind, is guided to decline in the mid-single digits for both periods, reflecting the expected moderation of pandemic-related demand. Balance sheet and capital items also matter. Cash rose to $6.0 billion from $2.6 billion, and long-term debt fell to $19.1 billion from $22.2 billion. Goodwill and intangibles declined partly because of currency translation. The MCPS Series B preferred is scheduled to convert into common stock on April 15, 2023. The company also disclosed preparations for the planned separation of its Environmental & Applied Solutions business. Investors should weigh the strong 2022 execution and margin expansion against the guided deceleration in headline core growth and the reliance on a more volatile COVID-related revenue stream.

Jan 24, 2023 8-K

Regulation FDExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Regulation FD Disclosure (Jan 18, 2023)

Danaher Corporation (DHR) has announced a change in its reportable business segments, effective for its fourth quarter of 2022 results. Previously operating under three segments (Life Sciences, Diagnostics, and Environmental & Applied Solutions), the company is now realigning its structure into four segments: Biotechnology, Life Sciences, Diagnostics, and Environmental & Applied Solutions. This change is driven by the growth within certain businesses previously housed in the Life Sciences segment, leading to the creation of a distinct Biotechnology segment. The recast historical financial data reflecting this new structure is available on Danaher's investor relations website, and the upcoming Form 10-K for the year ended December 31, 2022, will also incorporate these changes. This segment realignment is a retrospective change and does not alter previously filed financial statements like Consolidated Statements of Earnings, Balance Sheets, or Cash Flows. The primary impact for investors is a clearer view of the performance and contributions of the newly defined Biotechnology segment, which encompasses bioprocessing and discovery and medical businesses, alongside the redefined Life Sciences segment, which will now include flow cytometry, genomics, lab automation, mass spectrometry, microscopy, industrial filtration, and genomic consumables. The Diagnostics and Environmental & Applied Solutions segments remain unchanged.

Jan 18, 2023 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Jan 9, 2023)

Danaher Corporation (NYSE: DHR) filed an 8-K on January 9, 2023 to furnish a preliminary look at its fourth-quarter 2022 results, ahead of CEO Rainer M. Blair's presentation at the J.P. Morgan Healthcare Conference on January 10, 2023. The company estimates Q4 2022 total revenue growth in the low-single digit percent range year-over-year, with non-GAAP core revenue growth in the high-single digit percent range. That core growth figure is above the company's prior guidance of flat to a low-single digit decline. Base business core revenue growth, which excludes COVID-19 testing, was in the high-single digit range, in line with prior guidance. Management attributed the upside primarily to better-than-expected respiratory testing revenue at Cepheid, with the company anticipating more than $1 billion of respiratory testing revenue in the quarter. The filing also reaffirms several strategic items. Danaher expects adjusted operating profit margin to exceed prior guidance and plans to complete the separation of its Environmental & Applied Solutions (EAS) business in Q4 2023. Management outlined a 2024+ framework that calls for high-single digit long-term core revenue growth, 35-40% decremental-to-incremental fall-through, free cash flow above 100% of net income, and top-quartile EPS growth. The company also disclosed its reporting-segment changes, with the former Life Sciences segment split into Life Sciences and Biotechnology. Full-year and Q4 2022 earnings are scheduled for a call on January 24, 2023. For investors, the key takeaway is that the upside is largely driven by COVID-19 related testing, which management itself describes as subject to greater demand volatility. The base business performed as expected, so underlying growth quality is unchanged. The figures are preliminary estimates and remain subject to the final earnings release.

Jan 9, 2023 8-K

Corporate ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Bylaw Amendment (Dec 7, 2022)

Danaher Corporation (DHR) filed an 8-K on December 6, 2022, primarily to report amendments to its Amended and Restated By-laws, effective December 5, 2022. These changes focus on revising the advance notice and procedural requirements for shareholders wishing to propose business or nominate directors at shareholder meetings. This update aims to streamline and clarify the process for shareholder engagement in corporate governance matters. While this filing does not contain significant financial updates or operational changes, investors should note the modifications to the by-laws. These amendments are important for understanding the procedures required for shareholders to exercise their rights in proposing matters or nominating candidates for the Board of Directors. The company has also included routine, non-substantive updates to the by-laws.

Dec 7, 2022 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Oct 20, 2022)

Danaher Corporation (NYSE: DHR) reported third quarter 2022 results on October 20, 2022, with all figures reflecting continuing operations. GAAP net earnings from continuing operations were $1.57 billion, or $2.10 per diluted share, up 36.0% year over year, though this comparison benefits from the prior-year $547 million contract settlement charge. Adjusted (non-GAAP) diluted EPS was $2.56, up 7.0%. Revenue rose 6.0% to $7.66 billion, while non-GAAP core sales growth was 10.0%, and base business core growth, which excludes COVID-19 testing, was 8.5%. Currency was a 5.5-point tailwind, and acquisitions/divestitures a 1.5-point headwind. Cash generation was solid, with operating cash flow of $2.01 billion and free cash flow of $1.73 billion, though free cash flow was roughly flat year over year and the conversion ratio to net earnings fell to 1.10x from 1.48x. Management raised its full-year 2022 core sales growth outlook to high-single digits, and expects base business core growth in the high-single digit range for both Q4 and the full year. Q4 total core growth is guided to flat to low-single digits, reflecting a sharp expected decline in COVID-19 testing revenue, which is forecast to be a high-single to low-double digit percentage headwind for the quarter. For investors, the quarter shows broad-based underlying demand across all three segments and continued margin expansion, with operating profit up about 54% on the prior-year charge. Key watch items are the Q4 COVID testing unwind, the lower cash conversion, and the upcoming April 2023 mandatory conversion of the Series B preferred stock into roughly 5.0 to 6.1 million shares per preferred share (about 8.6 million common shares in total). Management also disclosed Russia-related charges of $43 million pretax in the first nine months of 2022.

Oct 20, 2022 8-K

Earnings & ResultsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Financial Results (Jul 21, 2022)

Danaher Corporation (NYSE: DHR) reported second quarter 2022 results for the quarter ended July 1, 2022, with revenue rising 7.5% year-over-year to $7.8 billion and non-GAAP core revenue growth of 9.5%. Base business core revenue growth, which excludes COVID-19 testing revenue, was a steady 8.0%, suggesting underlying demand remained solid even as pandemic-related testing demand fluctuated. GAAP diluted EPS from continuing operations fell 1.5% to $2.25, weighed down by higher amortization of acquisition intangibles, fair value losses on investments, and charges tied to Russia operations, while non-GAAP adjusted diluted EPS rose 12.0% to $2.76. Cash generation remained strong, with operating cash flow of $2.0 billion and non-GAAP free cash flow of $1.7 billion, roughly 1.02x net earnings from continuing operations. Management guided third-quarter base business core revenue growth to the high-single digit range and reaffirmed the same high-single digit base business growth for full-year 2022, while noting that total core growth is expected to be lower because of moderating COVID-19 testing demand. Management also said the company believes it gained market share across its portfolio. For investors, the key takeaways are resilient underlying organic growth, double-digit adjusted EPS growth, and a clear view that COVID-19 testing is a fluctuating, temporary tailwind. The GAAP-to-non-GAAP gap is large and recurring, driven mainly by acquisition amortization, so investors should weigh GAAP results alongside the adjusted figures. The Russia-related charges and the mandatory convertible preferred conversions also affect per-share comparisons.

Jul 21, 2022 8-K

Leadership ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (Jun 29, 2022)

Danaher Corporation (NYSE: DHR) filed a Form 8-K on June 29, 2022, to disclose a board change under Item 5.02. On June 27, 2022, the Board increased its size from thirteen to fourteen members and appointed Feroz Dewan to fill the newly created seat. His term runs until Danaher's 2023 annual meeting of shareholders, and he was also named to the Science & Technology Committee. The Board determined that Mr. Dewan is independent under NYSE listing standards. Mr. Dewan will receive the same non-employee director compensation as Danaher's other outside directors, including an annual equity award, as described in Exhibit 10.22 of the 2021 Form 10-K. He has also signed the company's standard director indemnification agreement, the form of which is filed as Exhibit 10.26 to that same 10-K. The filing states there is no arrangement or understanding under which he was selected, and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. For investors, this is a routine governance event rather than a material financial development. The filing contains no financial results, guidance, or changes to executive compensation. Its main significance is a modest expansion of the Board and the addition of an independent director to an existing committee, which may bring additional oversight capacity in areas such as science and technology.

Jun 29, 2022 8-K

Shareholder MattersExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Shareholder Vote Results (May 12, 2022)

Danaher Corporation (DHR) filed an 8-K on May 11, 2022, reporting on the outcome of its Annual Meeting of Shareholders held on May 10, 2022. The primary focus of the filing is the voting results on several key proposals. All director nominees were elected, and shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022. Additionally, the company's executive compensation was approved on an advisory basis. A shareholder proposal to lower the threshold for calling a special meeting was, however, rejected. These voting outcomes indicate strong shareholder confidence in the current board of directors and management's compensation practices, as well as in the company's auditors. The rejection of the shareholder proposal regarding special meetings suggests that a majority of shareholders are comfortable with the existing governance structure related to convening such meetings.

May 12, 2022

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