STOCK TRANSACTIONS AND STOCK-BASED COMPENSATION

Neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during the three and six month periods ended July 1, 2016. On July 16, 2013, the Company's Board of Directors approved a repurchase program (the “Repurchase Program”) authorizing the repurchase of up to 20 million shares of the Company's common stock from time to time on the open market or in privately negotiated transactions. As of July 1, 2016, 20 million shares remained available for repurchase pursuant to the Repurchase Program.

For a full description of the Company’s stock-based compensation programs, reference is made to Note 17 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. As of July 1, 2016, approximately 19 million shares of the Company’s common stock were reserved for issuance under the 2007 Stock Incentive Plan.

The following information about the Company's stock-based compensation programs includes amounts for both the Company's and Fortive's employees. In connection with the Separation and in accordance with the Employee Matters Agreement Danaher and Fortive have entered into, the Company has made certain adjustments to the exercise price and the number of stock-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the Separation. Stock-based compensation awards have been converted into awards of the company that employs the employee post-separation, and Fortive has assumed the awards that were converted into Fortive awards. The adjustments to the Company's stock-based compensation awards will not result in additional compensation expense. Stock-based compensation disclosures reflecting the Separation will be included in the Company's third-quarter 2016 financial reporting.

The following summarizes the assumptions used in the Black-Scholes Merton option pricing model (“Black-Scholes”) to value options granted during the six month period ended July 1, 2016:



Risk-free interest rate	1.3% - 1.6%
Weighted average volatility	24.6	%
Dividend yield	0.6	%
Expected years until exercise	5.5 - 8.0

The following summarizes the components of the Company’s continuing operations stock-based compensation expense ($ in millions):



	Three Month Period Ended						Six Month Period Ended
	July 1, 2016			July 3, 2015			July 1, 2016			July 3, 2015
Restricted stock units (“RSUs”)/performance stock units (“PSUs”):
Pretax compensation expense	$	31.2		$	18.0		$	58.2		$	36.8
Income tax benefit	(9.6		)	(6.3		)	(17.6		)	(12.0		)
RSU/PSU expense, net of income taxes	21.6			11.7			40.6			24.8
Stock options:
Pretax compensation expense	15.0			10.2			29.1			21.7
Income tax benefit	(4.8		)	(3.5		)	(9.3		)	(7.0		)
Stock option expense, net of income taxes	10.2			6.7			19.8			14.7
Total stock-based compensation:
Pretax compensation expense	46.2			28.2			87.3			58.5
Income tax benefit	(14.4		)	(9.8		)	(26.9		)	(19.0		)
Total stock-based compensation expense, net of income taxes	$	31.8		$	18.4		$	60.4		$	39.5

Stock-based compensation has been recognized as a component of selling, general and administrative expenses in the accompanying Consolidated Condensed Statements of Earnings. As of July 1, 2016, $206 million of total unrecognized compensation cost related to RSUs/PSUs is expected to be recognized over a weighted average period of approximately three years. As of July 1, 2016, $172 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted average period of approximately three years. Future compensation amounts will be adjusted for any changes in estimated forfeitures.

The following summarizes option activity under the Company’s stock plans (in millions, except weighted exercise price and number of years):



	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2015	20.1		$	57.84
Granted	3.9		87.71
Exercised	(3.2	)	44.05
Cancelled/forfeited	(0.9	)	70.37
Outstanding as of July 1, 2016	19.9		$	65.27	7	$	735.7
Vested and expected to vest as of July 1, 2016^(a)	19.1		$	64.53	7	$	722.1
Vested as of July 1, 2016	8.4		$	45.69	4	$	473.7


^(a)	The “Expected to vest” options are the net unvested options that remain after applying the forfeiture rate assumption to total unvested options.

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the second quarter of 2016 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on July 1, 2016. The amount of aggregate intrinsic value will change based on the price of the Company’s common stock.

The aggregate intrinsic value of options exercised during the six month periods ended July 1, 2016 and July 3, 2015 was $157 million and $81 million, respectively. Exercise of options during the first six months of 2016 and 2015 resulted in cash receipts of $128 million and $52 million, respectively. The Company realized a tax benefit of $32 million and $50 million in the three and six month periods ended July 1, 2016, respectively, related to the exercise of employee stock options. The net income tax benefit in excess of the expense recorded for financial reporting purposes (the “excess tax benefit”) has been recorded as an increase to additional paid-in capital and is reflected as a financing cash inflow in the accompanying Consolidated Condensed Statements of Cash Flows.

The following summarizes information on unvested RSU and PSU activity (in millions, except weighted average grant-date fair value):



	Number of RSUs/PSUs		Weighted Average Grant-Date Fair Value
Unvested as of December 31, 2015	4.9		$	73.31
Granted	1.3		85.68
Vested	(0.9	)	64.65
Forfeited	(0.5	)	70.02
Unvested as of July 1, 2016	4.8		78.32

The Company realized a tax benefit of $2 million and $24 million in the three and six month periods ended July 1, 2016, related to the vesting of RSUs. The excess tax benefit attributable to RSUs has been recorded as an increase to additional paid-in capital and is reflected as a financing cash inflow in the accompanying Consolidated Condensed Statement of Cash Flows.

In connection with the exercise of certain stock options and the vesting of RSUs previously issued by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements has been withheld from the total shares issued or released to the award holder (though under the terms of the applicable plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the first six months of 2016, 327 thousand shares with an aggregate value of $29 million were withheld to satisfy the requirement. The withholding is treated as a reduction in additional paid-in capital in the accompanying Consolidated Condensed Statement of Stockholders’ Equity.