v3.26.3
Acquisitions
 9 Months Ended
Sep. 25, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions ACQUISITIONS
The Company continually evaluates potential acquisitions that either strategically fit with the Company’s existing portfolio or expand the Company’s portfolio into a new and attractive business area. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s financial statements. This goodwill arises because the purchase prices for these businesses exceed the fair value of acquired identifiable net assets due to the purchase prices reflecting a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses, the avoidance of the time and costs which would be required (and the associated risks that would be encountered) to enhance the Company’s existing product offerings to key target markets and enter into new and profitable businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations.
The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including earnings before interest, taxes, depreciation and amortization (“EBITDA”), revenue, revenue growth rates, royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by future economic and market conditions. The Company engages third-party valuation specialists who review the Company’s critical assumptions and calculations of the fair value of acquired intangible assets in connection with significant acquisitions. Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment.
The Company is continuing to evaluate certain pre-acquisition contingencies including property, plant and equipment, acquired intangible assets, certain acquisition-related liabilities and legal contingencies associated with its 2026 acquisitions and is also in the process of obtaining valuations of certain acquisition-related assets and liabilities in connection with the acquisitions. The Company will make appropriate adjustments to the purchase price allocations, if any, prior to completion of the measurement periods, as required. Refer to Note 13 for additional information related to legal contingencies from the acquisitions.
On June 10, 2026, the Company acquired Masimo Corporation (“Masimo”) by acquiring all of the outstanding shares of Masimo’s common stock for a cash purchase price of approximately $9.8 billion, or $180.00 per share, net of cash acquired (the “Masimo Acquisition”). Masimo develops and produces monitoring technologies, which include innovative measurements, sensors and patient monitors, serving primarily healthcare customers and is now part of the Company’s Diagnostics segment. Masimo generated revenues of approximately $1.5 billion in 2025. The acquisition of Masimo has provided, and is expected to provide, additional sales and earnings opportunities for the Company by expanding product line diversity, including new product offerings supporting acute care settings. The Company financed the Masimo Acquisition using cash on hand and proceeds from the issuance of long-term debt and commercial paper. The Company preliminarily recorded approximately $4.9 billion of goodwill and $5.0 billion of intangible assets (primarily comprised of $3.4 billion of developed technology, $895 million of customer relationships and $660 million of trade names).
In addition to the Masimo Acquisition, during the three and nine-month periods ended September 25, 2026, the Company acquired one business for total upfront consideration of $37 million in cash and $79 million of deferred consideration. The business acquired complements existing units of the Company’s Life Sciences segment. The Company preliminarily
recorded an aggregate of $26 million of goodwill related to this acquisition and $144 million of identifiable intangible assets, of which a majority related to developed technology intangible assets. The annual sales of this business in its last completed fiscal year prior to the acquisition were approximately $10 million.

The following summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for the Masimo Acquisition and the other 2026 acquisition ($ in millions):
MasimoOtherTotal
Trade accounts receivable$230 $— $230 
Inventories573 1 574 
Property, plant and equipment334 1 335 
Goodwill4,876 26 4,902 
Other intangible assets, primarily technology, customer relationships and trade names5,006 144 5,150 
Trade accounts payable(77)— (77)
Deferred tax liabilities(1,051)— (1,051)
Other assets and liabilities, net(2)(135)(137)
Net assets acquired9,889 37 9,926 
Less non-cash consideration(45)— (45)
Net cash consideration$9,844 $37 $9,881 
In connection with the Masimo Acquisition, the Company replaced unvested restricted stock held by Masimo employees with Danaher restricted stock. Of the total fair value, $45 million was attributable to pre-acquisition service and was included in the purchase price. Transaction costs related to the Masimo Acquisition were $51 million for the nine-month period ended September 25, 2026. Transaction costs attributable to the other acquisition were not material for the three and nine-month periods ended September 25, 2026. The Company’s earnings for the three-month period ended September 25, 2026 also reflect the pretax impact of $84 million of nonrecurring acquisition date fair value adjustments to inventory. The Company’s earnings for the nine-month period ended September 25, 2026 also reflect the pretax impact of $158 million of nonrecurring acquisition date fair value adjustments to inventory, the settlement of pre-acquisition share-based payment awards and change-in-control payments.
Pro Forma Financial Information
The unaudited pro forma information for the periods set forth below gives effect to the acquisitions as if they had occurred as of the beginning of the comparable prior annual reporting period, including the results from operations for the acquired businesses as well as the impact of assumed financing of the transaction and the impact of the purchase price allocation (including the amortization of acquired intangible assets). The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time ($ in millions, except per share amounts):
Three-Month Period EndedNine-Month Period Ended
September 25, 2026September 26, 2025September 25, 2026September 26, 2025
Sales$6,555 $6,427 $19,425 $18,852 
Net earnings from continuing operations
1,273 808 3,129 2,004 
Diluted net earnings per common share from continuing operations
1.80 1.13 4.42 2.79 
The unaudited pro forma net earnings from continuing operations for the three and nine-month periods ended September 25, 2026 set forth above were adjusted to exclude the pretax impact of $84 million and $130 million, respectively, of nonrecurring acquisition date fair value adjustments to inventory related to the Masimo Acquisition. Additionally, the unaudited pro forma net earnings from continuing operations for the nine-month period ended September 25, 2026 set forth above were adjusted to exclude the pretax impact of the $28 million related to settlement of pre-acquisition share-based payment awards and change-in-control payments, in each case related to the Masimo Acquisition, reflecting these 2026 charges as if the acquisition had occurred as of January 1, 2025. The nine-month period ended September 26, 2025 was adjusted to include the impact of these items. In addition, acquisition-related transaction costs of $51 million for the nine-month period ended September 25, 2026 were excluded from pro forma net earnings from continuing operations.
Subsequent Event Acquisition
At the beginning of the fourth quarter of 2026, on September 28, 2026, the Company acquired StatLab Medical Products (“StatLab”) for an aggregate cash purchase price of approximately $1.4 billion, including assumed indebtedness and net of acquired cash. StatLab is a leading provider of pre-analytical consumables and equipment. StatLab generated revenues of approximately $250 million in 2025. The Company will include StatLab in its Diagnostics segment in the fourth quarter of 2026. The acquisition was financed with cash on hand.