FINANCING

As of September 30, 2016, the Company was in compliance with all of its debt covenants. The components of the Company’s debt were as follows ($ in millions):



	September 30, 2016		December 31, 2015
Euro-denominated commercial paper (€1.2 billion and €2.8 billion, respectively)	$	1,372.6	$	3,096.9
U.S. dollar-denominated commercial paper	123.8		920.0
2.3% senior unsecured notes due 2016	—		500.0
4.0% senior unsecured bonds due 2016 (CHF 120.0 million aggregate principal amount)	126.5		122.6
Floating rate senior unsecured notes due 2017 (€500.0 million aggregate principal amount)	561.2		544.8
0.0% senior unsecured bonds due 2017 (CHF 100.0 million aggregate principal amount)	102.7		99.7
1.65% senior unsecured notes due 2018	497.9		497.1
5.625% senior unsecured notes due 2018	—		500.0
1.0% senior unsecured notes due 2019 (€600.0 million aggregate principal amount)	670.9		651.0
5.4% senior unsecured notes due 2019	—		750.0
2.4% senior unsecured notes due 2020	496.6		495.9
5.0% senior unsecured notes due 2020	406.6		410.7
Zero-coupon Liquid Yield Option Notes (LYONs) due 2021	68.2		72.6
0.352% senior unsecured notes due 2021 (¥30.0 billion aggregate principal amount)	294.8		—
3.9% senior unsecured notes due 2021	—		600.0
1.7% senior unsecured notes due 2022 (€800.0 million aggregate principal amount)	892.8		866.8
0.5% senior unsecured bonds due 2023 (CHF 540.0 million aggregate principal amount)	558.0		541.6
2.5% senior unsecured notes due 2025 (€800.0 million aggregate principal amount)	893.4		867.9
3.35% senior unsecured notes due 2025	495.7		495.3
1.125% senior unsecured bonds due 2028 (CHF 110.0 million aggregate principal amount)	114.0		110.7
4.375% senior unsecured notes due 2045	499.3		499.3
Other	137.2		227.5
Total debt	8,312.2		12,870.4
Less: currently payable	809.1		845.2
Long-term debt	$	7,503.1	$	12,025.2

For additional details regarding the Company’s debt financing as of December 31, 2015, reference is made to Note 9 of the Company’s financial statements as of and for the year ended December 31, 2015 included in the Company’s 2015 Annual Report on Form 10-K.

The Company satisfies any short-term liquidity needs that are not met through operating cash flow and available cash primarily through issuances of commercial paper under its U.S. and Euro commercial paper programs. Credit support for the commercial paper programs is generally provided by the Company’s $4.0 billion unsecured, multi-year revolving credit facility with a syndicate of banks that expires on July 10, 2020 (the “Credit Facility”), which can also be used for working capital and other general corporate purposes. In July 2015 in connection with the financing for the Company’s acquisition of Pall, the Company entered into a $7.0 billion 364-day unsecured revolving credit facility with a syndicate of banks (the “2015 364-Day Facility”) that provided credit support for additional commercial paper borrowings and expired in accordance with its terms on July 8, 2016. There were no amounts outstanding under the 2015 364-Day Facility at any time during the term of the facility. Since the 2015 364-Day Facility provided incremental additional liquidity support for the Company’s commercial paper programs, upon such expiration the capacity under the Company’s U.S. and Euro commercial paper programs effectively decreased.

As of September 30, 2016, borrowings outstanding under the Company’s U.S. and Euro commercial paper programs had a weighted average annual interest rate of (0.1)% and a weighted average remaining maturity of approximately 55 days.

The Company classified its borrowings outstanding under the commercial paper programs as of September 30, 2016 as long-term debt in the accompanying Consolidated Condensed Balance Sheet as the Company had the intent and ability, as supported by availability under the Credit Facility, to refinance these borrowings for at least one year from the balance sheet date.

As of September 30, 2016, no borrowings were outstanding under the Credit Facility, and the Company was in compliance with all covenants under the facility. In addition to the Credit Facility, the Company has also entered into reimbursement agreements with various commercial banks to support the issuance of letters of credit.

Debt discounts and debt issuance costs totaled $26 million and $9 million as of September 30, 2016 and December 31, 2015, respectively, and have been netted against the aggregate principal amounts of the related debt in the components of debt table above.

2016 Long-Term Debt Issuances

Long-Term Indebtedness Related to Financing for the Pall Acquisition

On February 28, 2016, DH Japan Finance S.A., a wholly-owned finance subsidiary of the Company, completed the private placement of ¥30.0 billion aggregate principal amount of 0.352% senior unsecured notes due March 16, 2021 (the “2021 Yen Notes”). The 2021 Yen Notes were issued at 100% of their principal amount.

The 2021 Yen Notes are fully and unconditionally guaranteed by the Company. The Company received net proceeds, after offering expenses, of approximately ¥29.9 billion (approximately $262 million based on currency exchange rates as of the date of issuance) and used the net proceeds from the offering to repay a portion of the commercial paper borrowings incurred in connection with the 2015 acquisition of Pall. Interest on the 2021 Yen Notes is payable semi-annually in arrears on March 16 and September 16 of each year, commencing on September 16, 2016.

Long-Term Indebtedness Related to the Fortive Separation

In June 2016, the Company received net cash distributions of approximately $3.0 billion from Fortive as consideration for the Company’s contribution of assets to Fortive in connection with the Separation. Fortive financed these cash payments through issuance of approximately $3.4 billion of debt, consisting of $500 million aggregate principal amount of borrowings under a three-year, senior unsecured term loan facility with variable interest rates (the “Term Loan Facility”), $393 million of commercial paper borrowings supported by a five-year, $1.5 billion senior unsecured revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan Facility the “Fortive Credit Facilities”), $300 million aggregate principal amount of 1.8% senior unsecured notes due 2019, $750 million aggregate principal amount of 2.35% senior unsecured notes due 2021, $900 million aggregate principal amount of 3.15% senior unsecured notes due 2026 and $550 million aggregate principal amount of 4.3% senior unsecured notes due 2046 (collectively, the “Fortive Debt”). Danaher initially guaranteed the Fortive Debt, and the guarantee terminated effective as of the Distribution Date. As of July 2, 2016 in connection with the Separation, the Fortive Debt was transferred to Fortive and is no longer reflected in the Company’s consolidated condensed financial statements.

2016 Long-Term Debt Repayments

The Company used a portion of the proceeds from the Fortive Distribution to repay the $500 million aggregate principal amount of 2.3% senior unsecured notes that matured in June 2016 and to redeem approximately $1.9 billion in aggregate principal amount of outstanding indebtedness in August 2016 (consisting of the Company’s Redeemed Notes). Danaher also paid an aggregate of $188 million in make-whole premiums in connection with the August 2016 redemptions, plus accrued and unpaid interest. The payment of these make-whole premiums, net of certain deferred gains of $9 million, are reflected as a loss on early extinguishment of borrowings in the accompanying Consolidated Condensed Statements of Earnings. The Company intends to use the balance of the cash proceeds it received from Fortive to fund certain of the Company’s regular, quarterly cash dividends to shareholders.

The 4.0% senior unsecured bonds due 2016 were repaid upon their maturity in October 2016.

LYONs Redemption and Conversion Ratio

Pursuant to the terms of the indenture that governs the Company’s LYONs, effective as of the record date of the distribution of the Fortive shares, the conversion ratio of the LYONs was adjusted so that each $1,000 of principal amount at maturity may 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 nine month period ended September 30, 2016, holders of certain of the Company’s LYONs converted such LYONs into an aggregate of approximately 229 thousand shares of the Company’s common stock, par value $0.01 per share. The Company’s deferred tax liability associated with the book and tax basis difference in the converted LYONs of $3 million was transferred to additional paid-in capital as a result of the conversions.