DHR Danaher Corporation

Issuer:	Danaher Corporation

Trade Date:	May 8, 2020

Expected Settlement Date:	May 12, 2020 (T+2)

by Danaher Corporation:	9,509,203 shares of common stock, par value $0.01 per share (“Common Stock”), of Danaher Corporation

Danaher Corporation:	Up to 1,426,379 shares of Common Stock that the underwriters for the Common Stock Offering have the option to purchase from Danaher Corporation.

Symbol / Exchange:	DHR / NYSE

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on the NYSE on May 7, 2020:	$163.48 per share

Public Offering Price:	$163.00 per share

Net Proceeds:

The net proceeds of the Common Stock Offering will be approximately $1.50 billion (or approximately $1.73 billion if the underwriters exercise their option to purchase additional shares of Common Stock in full), after deducting estimated expenses and underwriting discounts and commissions. Danaher Corporation intends to use the net proceeds from the Common Stock Offering and the Series B Mandatory Convertible Preferred Stock Offering for general corporate purposes, which may include, without limitation and in its sole discretion, funding potential future acquisitions and investments, working capital, capital expenditures, investments in or loans to its subsidiaries, refinancing of outstanding indebtedness, refinancing of outstanding capital securities, share repurchases (including, but not limited to, repurchases of its common stock), dividends and satisfaction of other obligations. The precise amounts and timing of these use of proceeds will depend on Danaher Corporation’s funding requirements and those of its subsidiaries.

CUSIP / ISIN:	235851102 / US2358511028

Joint Book-Running Managers:	Goldman Sachs & Co. LLC

Co-Managers:	BTIG, LLC

Title of Securities:	5.00% Mandatory Convertible Preferred Stock, Series B, without par value, of Danaher Corporation (the “Series B Mandatory Convertible Preferred Stock”)

Offered by Danaher Corporation:	1,550,000 shares

Shares of Additional Series B

Mandatory Convertible Preferred

Stock that the Underwriters Have

the Option to Purchase from

Danaher Corporation:	Up to an additional 167,500 shares that the underwriters for the Series B Mandatory Convertible Preferred Stock Offering have the option to purchase, solely to cover over-allotments, if any.

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Public Offering Price:	$1,000.00 per share

Insider Participation:

One or more entities or individuals affiliated with Steven Rales, the Chairman of our Board, or Mitchell Rales, one of our directors and Chairman of our Executive Committee (collectively, the “Affiliated Entities”), have agreed to purchase 93,300 shares of Series B Mandatory Convertible Preferred Stock (representing an aggregate liquidation preference of up to $93.3 million) in this offering at the public offering price for investment purposes. The underwriters will not receive any underwriting discounts or commissions on any shares of Series B Mandatory Convertible Preferred Stock sold to the Affiliated Entities.

Net Proceeds:

The net proceeds of the Series B Mandatory Convertible Preferred Stock Offering will be approximately $1.51 billion (or approximately $1.67 billion if the underwriters exercise their over-allotment option in full), after deducting estimated expenses and underwriting discounts and commissions. Danaher Corporation intends to use the net proceeds from the Series B Mandatory Convertible Preferred Stock Offering and the Common Stock Offering for general corporate purposes, which may include, without limitation and in its sole discretion, funding potential future acquisitions and investments, working capital, capital expenditures, investments in or loans to its subsidiaries, refinancing of outstanding indebtedness, refinancing of outstanding capital securities, share repurchases (including, but not limited to, repurchases of its common stock), dividends and satisfaction of other obligations. The precise amounts and timing of these use of proceeds will depend on Danaher Corporation’s funding requirements and those of its subsidiaries.

Liquidation Preference:	$1,000.00 per share

Dividends:

5.00% of the liquidation preference of $1,000 per share of the Series B Mandatory Convertible Preferred Stock per annum. Dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the first original issue date, whether or not in any dividend period or periods there have been funds legally available for the payment of such dividends, and, to the extent that Danaher Corporation is legally permitted to pay dividends and Danaher Corporation’s board of directors (which term, as used herein, includes an authorized committee of the board) declares a dividend with respect to the Series B Mandatory Convertible Preferred Stock, Danaher Corporation will pay such dividend in cash or, subject to certain limitations, in shares of Common Stock or by delivery of any combination of cash and shares of Common Stock, as determined by Danaher Corporation in its sole discretion, on each Dividend Payment Date (as defined below); provided, however, that any undeclared and unpaid dividends will continue to accumulate. Dividends that are declared will be payable on the Dividend Payment Dates to holders of record of the Series B Mandatory Convertible Preferred Stock on the immediately preceding December 31, March 31, June 30 or September 30, as applicable (each a “Record Date”), whether or not such holders convert their shares, or such shares are automatically converted, after a Record Date and on or prior to the immediately succeeding Dividend Payment Date. The expected dividend payable on the first Dividend Payment Date is approximately $8.75 per share of the Series B Mandatory Convertible Preferred Stock. Each subsequent dividend for a full dividend period is expected to be $12.50 per share of the Series B Mandatory Convertible Preferred Stock. Accumulated and unpaid dividends for any past dividend period will not bear interest.

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Floor Price:	$57.05, subject to adjustment as described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement.

Dividend Payment Dates:	January 15, April 15, July 15 and October 15 of each year, commencing on July 15, 2020, to, and including, April 15, 2023.

Dividend Record Dates:	The December 31, March 31, June 30 or September 30, as applicable, immediately preceding the applicable Dividend Payment Date.

Dividend Threshold:	$0.18 per share, subject to adjustment as described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement.

Initial Price:	$163.00, which equals the per share public offering price of the Common Stock in the Common Stock Offering.

Threshold Appreciation Price:	$199.68, which represents an appreciation of 22.5% over the Initial Price.

Mandatory Conversion Date:	The second business day immediately following the last Trading Day of the 20 consecutive Trading Day period beginning on, and including, the 21st scheduled Trading Day immediately preceding April 15, 2023. The Mandatory Conversion Date is expected to be April 15, 2023.

Conversion Rate:

Upon conversion on the mandatory conversion date, the conversion rate for each share of the Series B Mandatory Convertible Preferred Stock will be not more than 6.1349 shares of Common Stock (the “Maximum Conversion Rate”) and not less than 5.0081 shares of Common Stock (the “Minimum Conversion Rate”), with the exact conversion rate depending on the Applicable Market Value of the Common Stock, as described in, and subject to certain anti-dilution adjustments that are described in, the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. The following table illustrates hypothetical conversion rates per share of the Series B Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments that are described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement.

Applicable Market Value of the Common Stock		Conversion rate (number of shares of Common Stock to be received upon conversion of each share of the Series B Mandatory Convertible Preferred Stock)
Greater than $199.68 (which is the Threshold Appreciation Price)		5.0081 shares (approximately equal to $1,000 divided by the Threshold Appreciation Price) (the initial Minimum Conversion Rate)
Equal to or less than $199.68 but greater than or equal to $163.00		Between 5.0081 and 6.1349 shares, determined by dividing $1,000 by the Applicable Market Value of the Common Stock
Less than $163.00 (which is the Initial Price)		6.1349 shares (approximately equal to $1,000 divided by the Initial Price) (the initial Maximum Conversion Rate)

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Conversion at the Option

of the Holder:

At any time prior to April 15, 2023, other than during a Fundamental Change Conversion Period (as defined below), holders of the Series B Mandatory Convertible Preferred Stock have the option to elect to convert their shares of the Series B Mandatory Convertible Preferred Stock in whole or in part (but in no event less than one share of the Series B Mandatory Convertible Preferred Stock), into shares of Common Stock at the Minimum Conversion Rate of 5.0081 shares of Common Stock per share of Series B Mandatory Convertible Preferred Stock as described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement. This Minimum Conversion Rate is subject to certain anti-dilution adjustments as described in the Series B Mandatory Convertible Preferred Stock Preliminary Prospectus Supplement.

Dividend Make-Whole Amount:

If a Fundamental Change occurs on or prior to April 15, 2023, holders of the Series B Mandatory Convertible Preferred Stock will have the option to convert their shares of Series B Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Series B Mandatory Convertible Preferred Stock), into Common Stock at the Fundamental Change Conversion Rate during the period (“Fundamental Change Conversion Period”) beginning on the effective date of such Fundamental Change and ending on, and including, the date that is 20 calendar days after the Effective Date of such Fundamental Change (or, if earlier, April 15, 2023). The Fundamental Change Conversion Rate will be determined based on the Effective Date of the Fundamental Change and the price paid or deemed paid per share of the Common Stock in such Fundamental Change.

Fundamental Change

Conversion Rate:

The “Fundamental Change Conversion Rate” will be determined by reference to the table below and is based on the Effective Date and the Stock Price. If the holders of Common Stock receive only cash in the Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the Average VWAP per share of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day preceding the Effective Date.

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		Stock Price
Effective Date		$100.00		$120.00		$140.00		$163.00		$180.00		$199.68		$220.00		$240.00		$260.00		$280.00		$300.00		$320.00
May 12, 2020		5.7253		5.6137		5.4906		5.3571		5.2713		5.1880		5.1196		5.0673		5.0275		4.9976		4.9753		4.9588
April 15, 2021		5.8696		5.7579		5.6171		5.4527		5.3438		5.2383		5.1531		5.0905		5.0449		5.0126		4.9900		4.9745
April 15, 2022		6.0298		5.9529		5.8059		5.5886		5.4309		5.2775		5.1611		5.0845		5.0365		5.0081		4.9920		4.9832
April 15, 2023		6.1349		6.1349		6.1349		6.1349		5.5556		5.0081		5.0081		5.0081		5.0081		5.0081		5.0081		5.0081

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if the Stock Price is between two Stock Price amounts on the table or the Effective Date is between two Effective Dates on the table, the Fundamental Change Conversion Rate will be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Stock Price amounts and the earlier and later Effective Dates, as applicable, based on a 365- or 366-day year, as applicable;

•	if the Stock Price is in excess of $320.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the first row of the table above), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate; and

•	if the Stock Price is less than $100.00 per share (subject to adjustment as described above), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate.

Listing:	Danaher Corporation intends to apply to have the Series B Mandatory Convertible Preferred Stock listed on The New York Stock Exchange under the symbol “DHR PR B.”

CUSIP / ISIN:	235851409 / US2358514097

Joint Book-Running Managers:	Goldman Sachs & Co. LLC J.P. Morgan Securities LLC

Co-Managers:	Commerz Markets LLC

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