DESCRIPTION OF DANAHER INTERNATIONAL AND DANAHER INTERNATIONAL
II DEBT SECURITIES
This section describes the general terms and provisions of the debt securities that Danaher International or Danaher International
II may offer from time to time in the form of one or more series of debt securities. The applicable prospectus supplement and/or free writing prospectus will describe the specific terms of the debt securities offered through that prospectus
supplement, as well as any general terms and provisions described in this section that will not apply to those debt securities. As used in this Description of Danaher International and Danaher International II Debt Securities, the term
debt securities means the senior debentures, notes, bonds and other evidences of indebtedness that Danaher International or Danaher International II issues and a trustee authenticates and delivers under the applicable indenture. As used
in this section, the term Danaher International refers to DH Europe Finance S.à r.l. (formerly known as DH Europe Finance S.A.) and the term Danaher International II refers to DH Europe Finance II S.à r.l.
References to an issuer, we, our and us refer to either Danaher International or Danaher International II, as applicable, and references to Danaher refer to Danaher Corporation and do not,
unless the context requires or as otherwise expressly stated, include Danahers subsidiaries.
Debt securities issued by Danaher International will
be issued under an indenture dated July 8, 2015 by and among DH Europe Finance S.à r.l. (formerly known as DH Europe Finance S.A.), as issuer, Danaher Corporation, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as
trustee, as supplemented by a first supplemental indenture, dated July 8, 2015 by and among DH Europe Finance S.à r.l., as issuer, Danaher Corporation, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, as
supplemented by a second supplemental indenture, dated June 30, 2017 by and among DH Europe Finance S.à r.l., as issuer, Danaher Corporation, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, and as
supplemented by a third supplemental indenture dated July 1, 2019 by and among DH Europe Finance S.à r.l., as issuer, Danaher Corporation, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, each of which has
been filed as an exhibit to the registration statement of which this prospectus is a part and is incorporated by reference into this prospectus, subject to such amendments or supplemental indentures as are adopted, from time to time. This indenture
is referred to in this section as the Danaher International indenture.
Debt securities issued by Danaher International II will be issued
under an indenture dated September 18, 2019 by and among DH Europe Finance II S.à r.l., as issuer, Danaher Corporation, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a first
supplemental indenture, dated September 18, 2019, by and among DH Europe Finance II S.à r.l., as issuer, Danaher Corporation as guarantor and the Bank of New York Mellon Trust Company, N.A., as trustee, and as supplemented by a second
supplemental indenture dated November 7, 2019 by and among DH Europe Finance II S.à r.l., as issuer, Danaher Corporation, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, each of which has been filed as an
exhibit to the registration statement of which this prospectus is a part and is incorporated by reference into this prospectus, subject to such amendments or supplemental indentures as are adopted, from time to time. This indenture is referred to in
this section as the Danaher International II indenture.
Each of the Danaher International indenture and the Danaher International II
indenture is referred to as an indenture and collectively as the indentures. The following summaries of certain provisions of the indentures and the debt securities are not complete and the summaries are subject to the
detailed provisions of the indentures. You should refer to the applicable indenture for more specific information. In addition, you should consult the applicable prospectus supplement and/or free writing prospectus for particular terms of the debt
securities.
The indentures will not limit the aggregate principal amount of debt securities that we may issue and will permit us to issue securities from
time to time in one or more series. The indentures do not contain any provisions that would limit Danahers or either issuers ability to incur indebtedness or that would afford holders of debt securities protection in the event of a
highly leveraged or similar transaction involving Danaher and/or the applicable issuer. However, the indentures do restrict Danaher and its subsidiaries, including the issuers, from granting certain security interests on certain property or assets
of Danaher and/or its subsidiaries unless the debt securities are equally secured. See Covenants in the Indentures below.
The debt
securities will be unsecured obligations of Danaher International or Danaher International II, as applicable, and will be fully and unconditionally guaranteed by Danaher. Payment of the principal of and any premium and interest on debt securities
will rank equally with all of the applicable issuers other unsecured and unsubordinated debt. Each of Danaher International and Danaher International II is a finance subsidiary of Danaher that conducts no independent operations of its own
other than financing activities, and Danaher is a holding company that conducts substantially all of its operations through its subsidiaries, and, as a result, the holders of debt securities will be effectively subordinated to the creditors of
Danahers subsidiaries. This means that all claims of creditors (including trade creditors) of Danahers other subsidiaries will have priority with respect to the assets of such subsidiaries over Danahers claims (and therefore the
claims of its creditors, including holders of debt securities guaranteed by Danaher).
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