DHR Danaher Corporation

Notes Offering

On March 30, 2020, Danaher Corporation (“Danaher”) issued €750,000,000 aggregate principal amount of 1.700% Senior Notes due 2024 (the “2024 Notes”), €500,000,000 aggregate principal amount of 2.100% Senior Notes due 2026 (the “2026 Notes”) and €500,000,000 aggregate principal amount of 2.500% Senior Notes due 2030 (the “2030 Notes,” and together with the 2024 Notes and 2026 Notes, the “Notes”), in an underwritten offering pursuant to a registration statement on Form S-3 (File No. 333-224149) filed with the Securities and Exchange Commission (the “Commission”) on April 5, 2018, as amended by a Post-Effective Amendment No. 1 thereto, filed with the Commission on July 10, 2019, and a related prospectus filed with the Commission (the “Registration Statement”). The Notes were sold pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”) dated as of March 25, 2020 among Danaher and BNP Paribas, Deutsche Bank AG, London Branch, Merrill Lynch International and the other underwriters party thereto. The Underwriting Agreement is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.

Danaher received net proceeds, after underwriting discounts and estimated offering expenses, of approximately €1.733 billion, after deducting the underwriting discounts and estimated offering expenses payable by Danaher. Danaher anticipates using the net proceeds from the offering for general corporate purposes, which may include repayment of a portion of its outstanding commercial paper borrowings as they mature and/or repayment of amounts borrowed under its five-year revolving credit facility.

Danaher has applied to list each series of the Notes on The New York Stock Exchange (the “NYSE”). The listing application has been approved by the NYSE.

Indenture and Agency Agreement

The Notes were issued under an indenture dated as of December 11, 2007 (the “Indenture”) between Danaher and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended by a second supplemental indenture, dated as of July 1, 2019 (the “Second Supplemental Indenture”) between Danaher and the Trustee (the Indenture, as so amended by the Second Supplemental Indenture, collectively, the “Base Indenture”) and a third supplemental indenture dated as of March 30, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Notes will be subject to a paying agency agreement, dated March 30, 2020 (the “Paying Agency Agreement”), among Danaher, the Trustee and The Bank of New York Mellon, London Branch, as paying agent.

The 2024 Notes will mature on March 30, 2024, the 2026 Notes will mature on September 30, 2026 and the 2030 Notes will mature on March 30, 2030. Interest on the 2024 Notes and the 2030 Notes will be paid annually in arrears on March 30 of each year, commencing on March 30, 2021, and interest on the 2026 Notes will be paid annually in arrears on September 30 of each year, commencing on September 30, 2020.

At any time and from time to time prior to February 29, 2024 (one month prior to the maturity date of the 2024 Notes), in the case of the 2024 Notes, July 30, 2026 (two months prior to the maturity date of the 2026 Notes), in the case of the 2026 Notes or December 30, 2029 (three months prior to the maturity date of the 2030 Notes), in the case of the 2030 Notes, Danaher will have the right, at its option, to redeem the Notes, in whole or in part, by paying a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

In addition, on or after the applicable par call date of the 2024 Notes, 2026 Notes and 2030 Notes, Danaher will have the right, at its option, to redeem the 2024 Notes, 2026 Notes and 2030 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If a change of control triggering event occurs with respect to the Notes, each holder of Notes may require Danaher to repurchase some or all of its Notes at a purchase price equal to 101% of the principal amount of the Notes being repurchased, plus accrued interest. A change of control triggering event means the occurrence of both a change of control and a rating event (as such terms are defined in the Supplemental Indenture).

The Notes are unsecured and rank equally in right of payment with all of Danaher’s other unsecured and unsubordinated indebtedness.

Upon the occurrence of an event of default with respect to the Notes, which includes payment defaults, defaults in the performance of certain covenants, and bankruptcy and insolvency-related defaults, Danaher’s obligations under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.

The above description of the Base Indenture and the Supplemental Indenture is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture. The Indenture is filed as Exhibit 4.1, the Second Supplemental Indenture is filed as Exhibit 4.2 and the Supplemental Indenture is filed as Exhibit 4.3 hereto. Each of the foregoing documents is incorporated herein by reference.

In connection with the offering of the Notes, Danaher is filing as Exhibit 5.1 hereto an opinion of counsel addressing the validity of the Notes and certain related matters. Such opinion is incorporated by reference into the Registration Statement.