Download 27 part ii item 5. market for the registrant`s common equity, related

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Transcript
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the New York Stock Exchange under the symbol DHR. As of February 9, 2017, there were
approximately 2,700 holders of record of Danaher’s common stock. The high and low common stock prices per share as
reported on the New York Stock Exchange, and the dividends declared per share, in each case for the periods described below,
were as follows:
2016 (d)
High
First quarter
Second quarter
Third quarter
Fourth quarter
$
95.89
102.79
82.64
81.30
Low
$
81.25
92.45
76.15
75.71
2015 (d)
Dividends Per
Share
$
0.16
0.16
0.125
0.125
High
(a)
(b)
$
88.10
90.25
92.92
97.62
Dividends Per
Share
Low
$
81.25
81.59
82.30
86.52
$
0.135
0.135
0.135
0.135
(c)
(a)
The Company increased its quarterly dividend rate in the first quarter of 2016 to $0.16 per share.
Subsequent to the Separation of Fortive, the Company reduced its quarterly dividend rate to $0.125 per share.
(c)
The Company increased its quarterly dividend rate in the first quarter of 2015 to $0.135 per share.
(d)
The stock prices in the above table on or prior to July 2, 2016, the date of the Fortive Separation, have not been adjusted for the Separation.
(b)
Our payment of dividends in the future will be determined by Danaher’s Board of Directors and will depend on business
conditions, Danaher’s earnings and other factors Danaher’s Board deems relevant. For a description of the distribution of the
issued and outstanding common stock of Fortive pursuant to the Separation, refer to Note 3 to the Consolidated Financial
Statements included in this Annual Report.
Issuer Purchases of Equity Securities
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. There is no expiration date for the Repurchase Program, and the timing and amount of any shares
repurchased under the program will be determined by the Company’s management based on its evaluation of market conditions
and other factors. The Repurchase Program may be suspended or discontinued at any time. Any repurchased shares will be
available for use in connection with the Company’s equity compensation plans (or any successor plan) and for other corporate
purposes. As of December 31, 2016, 20 million shares remained available for repurchase pursuant to the Repurchase Program.
The Company expects to fund any future stock repurchases using the Company’s available cash balances or proceeds from the
issuance of debt.
Except in connection with the disposition of the Company’s communications business to NetScout Systems, Inc. (“NetScout”)
in 2015, neither the Company nor any “affiliated purchaser” repurchased any shares of Company common stock during 2016,
2015 or 2014. Refer to Note 3 to the Consolidated Financial Statements included in this Annual Report for discussion of the 26
million shares of Danaher common stock tendered to and repurchased by the Company in connection with the disposition of the
Company’s communications business to NetScout.
Recent Issuances of Unregistered Securities
During the fourth quarter of 2016, holders of certain of the Company’s Liquid Yield Option Notes due 2021 (“LYONs”)
converted such LYONs into an aggregate of 21 thousand shares of Danaher common stock, par value $0.01 per share. In each
case, the shares of common stock were issued solely to existing security holders upon conversion of the LYONs pursuant to the
exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended.
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