Commitments and Contingencies |
6 Months Ended |
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Jun. 26, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Hawkins Litigation On July 17, 2023, a putative securities class action was filed in the United States District Court for the District of Columbia, captioned “Hawkins v. Danaher Corporation et al., Case No. 1:23-cv-02055” (“Hawkins Action”). The complaint was amended on December 29, 2023 and names the Company and certain of its current or former officers. The complaint asserts claims under Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SEC Rule 10b-5, and Section 20(a) of the Exchange Act, purportedly on behalf of persons and entities who acquired our securities between January 27, 2022 and October 23, 2023 (the “Class Period”). Plaintiffs allege that, during the Class Period, defendants made material misrepresentations or omissions regarding, among other things, the Company’s anticipated revenues for its bioprocessing business that artificially inflated the Company’s stock price. Plaintiffs seek, among other things, damages in an unspecified amount, as well as fees and costs. Defendants moved to dismiss the amended complaint on February 27, 2024, and on August 4, 2025, the court granted in part and denied in part defendants’ motion to dismiss. The parties have executed a settlement agreement to resolve this matter, and based on the terms of the agreement, the Company recorded a settlement liability as well as an offsetting insurance receivable. On June 1, 2026, the court preliminarily approved the settlement and set a final approval hearing for September 3, 2026. The Company does not expect the resolution of this litigation to have a material impact on the Company’s results of operations or cash flows. In early 2024, putative shareholder derivative cases (relating to substantially the same factual allegations as those made in the Hawkins Action) were filed in the United States District Court for the District of Delaware. These cases were consolidated and captioned “In re Danaher Corporation Derivative Litigation, No. 1:24-cv-00091-GBW” (the “Derivative Action”). On November 10, 2025, the Derivative Action was voluntarily dismissed without prejudice. Beginning in March 2026, putative shareholder derivative cases (relating to substantially the same factual allegations as those made in the Hawkins Action) were filed in the United States District Court for the District of Delaware, the Delaware Court of Chancery, and the United States District Court for the District of Columbia. The outcomes of these proceedings remain uncertain, and the Company is unable to reasonably estimate the possible loss or range of loss, if any. Masimo Litigation Matters On June 10, 2026, the Company acquired Masimo. The legal contingencies described below relate to the Masimo business, all of which existed at the time of acquisition. Apple Litigation On January 9, 2020, Masimo filed a complaint against Apple Inc. (“Apple”) in the United States District Court for the Central District of California (“District Court”) for patent infringement, trade secret misappropriation and ownership and correction of inventorship of certain Apple patents. Masimo seeks, among other things, damages. Stemming from an April 2023 jury trial that ended in a mistrial, the District Court granted Apple’s motion for judgment as a matter of law on certain trade secrets and denied the remainder of Apple’s motion. Beginning November 5, 2024, the District Court conducted a bench trial on Masimo’s remaining trade secret, ownership and inventorship claims, finding Masimo proved misappropriation of two trade secrets but had not established its claims for patent ownership and inventorship. After completion of Inter Partes review proceedings, the District Court held a jury trial on Masimo’s patent infringement claims in November 2025. The jury returned a verdict of $634 million. The District Court denied Apple’s post-trial motions. The parties are awaiting final judgment. On June 30, 2021, Masimo filed a complaint with the United States International Trade Commission (“ITC”) against Apple for infringement of certain patents not asserted in the litigation described above. On October 26, 2023, the ITC issued a Notice of Final Determination finding Apple violated Section 337 of the Tariff Act of 1930 by importing and selling certain Apple Watches with light-based pulse oximetry functionality and components that infringe certain of Masimo’s patents. The ITC issued a Limited Exclusion Order (“LEO”) prohibiting the unlicensed entry of infringing devices and a Cease and Desist Order, both of which are currently in effect. Apple appealed to the United States Court of Appeals for the Federal Circuit and the panel ruled in Masimo’s favor. On August 1, 2025, the U.S. Customs and Border Protection Exclusion Order Enforcement Branch issued a ruling allowing importation of a redesigned Apple Watch. On November 14, 2025, the ITC instituted a combined enforcement and modification proceeding to evaluate this redesign. On April 17, 2026, the ITC issued a Final Enforcement Determination finding that Apple’s importation of the redesigned Apple Watch does not violate the LEO. Masimo filed a notice of appeal to the United States Court of Appeals for the Federal Circuit in June 2026. On October 20, 2022, Apple filed two complaints against Masimo in the United States District Court for the District of Delaware alleging that the Masimo W1® watch and charger infringe six utility and four design patents. Apple is seeking damages and injunctive relief. On December 12, 2022, Masimo counterclaimed for antitrust violations, false advertising and patent infringement. Masimo is seeking damages and injunctive relief. The District Court held a jury trial on Apple’s patent claims in October 2024. The jury found that Masimo’s current product offerings do not infringe Apple’s patents, although discontinued versions of two Masimo products were found to infringe. The jury awarded Apple a total of $250. Masimo’s antitrust, false advertising and patent infringement counterclaims are pending. Department of Justice Investigation On February 21, 2024, Masimo received a subpoena from the Department of Justice (“DOJ”) seeking documents and information related to its Rad-G® and Rad-97® products, including information relating to complaints surrounding the products and Masimo’s decision to recall the Rad-G®. On March 25, 2024, Masimo received a civil investigative demand from the DOJ pursuant to the False Claims Act seeking documents and information related to customer returns of Rad-G® and Rad-97® products, including returns related to the recall referenced in the prior sentence. On February 27, 2026, Masimo received a supplemental grand jury subpoena seeking documents and information related to the foregoing matters. Masimo is cooperating with the government. Requests and an investigation of this nature may lead to the assertion of claims or the commencement of legal proceedings against Masimo, which in turn may lead to fines, penalties or other liabilities. Kiani Employment Litigation On September 19, 2024, Joe Kiani, the former Chairman of the Board and CEO of Masimo, filed suit against Masimo in Orange County Superior Court in California asserting claims related to his Amended Employment Agreement with Masimo dated November 4, 2015, as amended on July 27, 2017 and January 14, 2022 (“Kiani Employment Agreement”). In 2024, Mr. Kiani was not reelected to Masimo’s Board in a shareholder vote and submitted his resignation as CEO. Among other things, Mr. Kiani’s lawsuit seeks declaratory relief that he validly terminated his employment, and that he is entitled to certain severance (including the value of 2.7 million shares of Masimo common stock and a $35 million cash payment). Masimo disputes Mr. Kiani’s claims and the case is now in discovery. Kiani Litigation with Masimo Board On May 22, 2025, Mr. Kiani filed a lawsuit in the Orange County Superior Court in California against individual members of Masimo’s former board of directors asserting claims for violations of the California Labor Code and the California Unfair Competition Law arising from Masimo’s alleged failure to timely pay him severance and certain wages purportedly owed under the Kiani Employment Agreement. The defendants dispute the claims. The Court denied defendants’ motion for judgment on the pleadings and the case is in discovery. RTW Litigation On October 25, 2024, Masimo commenced litigation in the United States District Court for the Southern District of New York against Roderick Wong, Naveen Yalamanchi, RTW Investments, LP, RTW Investments GP, LLC, RTW Master Fund, Ltd., RTW Offshore Fund One, Ltd., RTW Onshore Fund One, LP, RTW Innovation Master Fund, Ltd., RTW Innovation Offshore Fund, Ltd., RTW Innovation Onshore Fund, LP and RTW Fund Group GP, LLC (together, the “RTW Defendants”) and Mr. Kiani, alleging that the defendants formed a stockholder group under Section 13(d) of the Exchange Act holding 10% or more of Masimo’s common stock and engaged in short-swing trading under Section 16(b) of the Exchange Act during 2024 as a part of an empty voting scheme in connection with Masimo’s 2024 annual meeting of shareholders. The case was transferred to the Central District of California, where all claims were voluntarily dismissed except the claim seeking disgorgement of the RTW Defendants’ trading profits under Section 16(b). The case is now in discovery. Willow Laboratories, Inc. Arbitration On May 26, 2025, Willow Laboratories, Inc. (“Willow”), formerly known as Cercacor Laboratories, Inc., filed a demand for arbitration against Masimo with the American Arbitration Association. Willow had previously been spun off from Masimo, and Mr. Kiani is the Executive Chairman of Willow. Masimo and Willow are parties to a cross-licensing agreement (“Cross-Licensing Agreement”), which purports to obligate Masimo to pay certain royalties for use of “Rainbow Technology” (e.g., Masimo’s non‑invasive monitoring of carboxyhemoglobin and methemoglobin). Willow seeks a declaratory judgment that Willow is not obligated to repay any past royalty overpayments by Masimo. Willow also claims Masimo breached the Cross-Licensing Agreement and seeks, among other things, (i) monetary damages of at least $6 million, and (ii) specific performance compelling Masimo to supply certain products, place certain technology in escrow, and provide Willow with engineering support. On January 28, 2026, Masimo asserted counterclaims against Willow and Mr. Kiani, seeking, among other things, (i) repayment of historical royalty overpayments, (ii) re‑assignment to Masimo of intellectual property purportedly owned by Willow, (iii) declaratory judgment that provisions under the Cross-Licensing Agreement are not enforceable, and (iv) to the extent the agreement is enforceable, declaratory judgment on the parties’ respective rights under the Cross-Licensing Agreement, including the scope of Masimo’s royalty obligations, if any. The arbitration panel has bifurcated the proceedings. A hearing on Willow’s breach claims and Masimo’s overpayment claim is scheduled to take place in October 2026 and a hearing to address most of Masimo’s counterclaims is scheduled to take place in October 2027. On February 6, 2026, Mr. Kiani filed a lawsuit in the Orange County Superior Court against Masimo, challenging the arbitrability of the claims asserted against him personally. On March 12, 2026, Masimo filed a motion to compel arbitration based on Mr. Kiani’s agreement to arbitrate in employment agreements signed before November 4, 2015 (i.e., employment agreements other than the Kiani Employment Agreement that is at issue in other litigation in the Orange County Superior Court). A hearing on that motion is scheduled for July 30, 2026. The outcomes of these proceedings remain uncertain, and the Company is unable to reasonably estimate the possible loss or range of loss, if any. As discussed in Note 2, the Company is continuing to evaluate certain pre-acquisition contingencies, including legal contingencies, associated with the Masimo Acquisition. The Company reviews the adequacy of its legal reserves on a quarterly basis and establishes reserves for loss contingencies that are both probable and reasonably estimable. For further discussion of the Company’s litigation and contingencies, refer to Note 17 of the Company’s financial statements as of and for the year ended December 31, 2025 included in the Company’s 2025 Annual Report.
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