Debt instrument, convertible, conversion ratio

  
2021 Debt IssuancesIn 2021, Danaher Corporation completed an underwritten public offering of U.S. dollar-denominated senior unsecured notes due 2051. The following summarizes the key terms of the offerings in aggregate ($ in millions):

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| 2051 U.S. Notes | December 10, 2021 |  | $ | 1,000  |  |  | 2.8  | % |  | 99.396  | % |  | December 10, 2051 |  | June 10 and December 10 |

The Company received net proceeds from the notes issued on December 10, 2021, after underwriting discounts and commissions and offering expenses, of approximately $984 million. The proceeds from the issuance have been and will be used for general corporate purposes, including the redemption of the €800 million aggregated principal amount of 2.5% senior unsecured notes due 2025. Covenants and Redemption Provisions Applicable to NotesWith respect to the 2027 and 2032 Yen Notes; the 2024, 2025 (prior to their repayment in the fourth quarter of 2021), 2026, 2027 and 2030 Euronotes; the 2025, 2045, 2050 and 2051 U.S. Notes; the 2022, 2024, 2029, 2039 and 2049 Biopharma Notes; and the 2026, 2028, 2031, 2039 and 2049 Biopharma Euronotes, at any time prior to the applicable maturity date, the Company may redeem the applicable series of notes in whole or in part, by paying the principal amount accrued and unpaid interest and, until the par call date specified in the applicable indenture or comparable governing document, the “make-whole” premium specified therein (and in the case of the Yen Notes, net of certain swap-related gains or losses as applicable). With respect to each of the 2023 and 2028 CHF Bonds, at any time after 85% or more of the applicable bonds have been redeemed or purchased and canceled, the Company may redeem some or all of the remaining bonds for their principal amount plus accrued and unpaid interest. With respect to the 2021 (prior to their repayment in the first quarter of 2021), 2027 and 2032 Yen Notes; Floating Rate 2022, 2024, 2025 (prior to their repayment in the fourth quarter of 2021), 2026, 2027 and 2030 Euronotes; the 2023 and 2028 CHF Bonds; and the 2026, 2028, 2031, 2039 and 2049 Biopharma Euronotes, the Company may redeem such notes and bonds upon the occurrence of specified, adverse changes in tax laws, or interpretations under such laws, at a redemption price equal to the principal amount of the bonds to be redeemed.If a change of control triggering event occurs with respect to any of the 2021 (prior to their repayment in the first quarter of 2021), 2027 and 2032 Yen Notes; the 2022, Floating Rate 2022, 2024, 2025 (prior to their repayment in the fourth quarter of 2021), 2026, 2027 and 2030 Euronotes; the 2025, 2045, 2050 and 2051 U.S. Notes; the 2023 and 2028 CHF Bonds; the 2022, 2024, 2029, 2039 and 2049 Biopharma Notes; or the 2026, 2028, 2031, 2039 and 2049 Biopharma Euronotes, each holder of such notes may require the Company to repurchase some or all of such notes and bonds at a purchase price equal to 101% (100% in the case of the 2027 and 2032 Yen Notes) of the principal amount of the notes and bonds, plus accrued and unpaid interest (and in the case of the Yen Notes, certain swap-related losses as applicable). A change of control triggering event means the occurrence of both a change of control and a rating event, each as defined in the applicable indenture or comparable governing document. Except in connection with a change of control triggering event, the Company does not have any credit rating downgrade triggers that would accelerate the maturity of a material amount of outstanding debt. Each holder of the 2027 and 2032 Yen Notes may also require the Company to repurchase some or all of its notes at a purchase price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest and certain swap-related losses as applicable, in certain circumstances whereby such holder comes into violation of economic sanctions laws as a result of holding such notes.The respective indentures or comparable governing documents under which the above-described notes and bonds were issued contain customary covenants including, for example, limits on the incurrence of secured debt and sale-leaseback transactions. None of these covenants are considered restrictive to the Company’s operations and as of December 31, 2021, the Company was in compliance with all of its debt covenants.LYONsIn 2001, the Company issued $830 million (value at maturity) in LYONs. Pursuant to the terms of the indenture that governs the Company’s LYONs, each $1,000 of principal amount at maturity could be converted into 38.1998 shares of Danaher common stock at any time on or before the maturity date of January 22, 2021.During the year ended December 31, 2021, holders of certain of the Company’s LYONs converted such LYONs into an aggregate of approximately 912 thousand shares of the Company’s common stock, par value $0.01 per share. The Company’s deferred tax liability of $10 million associated with the book and tax basis difference in the converted LYONs was transferred to additional paid-in capital. The residual LYONS not converted into shares of the Company’s stock were redeemed at face value on January 22, 2021. 95
